Marvel: Tomorrow Ultimatum
by Rider Paladin
Summary: Vol. 4: The times, they are a-changing. Are they changing for the better, though? Or is this simply the calm before the storm? Arachne will seek the answer with friends old and new, but whether she'll live long enough to find it is something else.
1. Know Me By My Scars

"Marvel: Tomorrow Ultimatum"

Chapter 1: "Know Me by My Scars"

Disclaimer: While this story is set in the Marvel Universe, many of the characters here belong to me unless you recognize their names from the original comic books. Even then, they might simply be legacy characters I created, unless specifically noted. In any event, I make no money from this story, as I am not licensed by Marvel Comics to produce it.

Author's note: I ended Marvel: Tomorrow MAX with as close to a bang as I could manage, with epic battles, ideological clashes, reunions, epiphanies, and . . . the story isn't over yet. The big battle might be over, but Audrey Hopkins is in more trouble than ever; the CSA knows her secret identity, and someone's kidnapped her family. Just who could have done this, and for what purpose? It's not going to be pretty, but she will find out.

* * *

"Who did this?" Audrey growled, looking at the tableau of devastation before her. A blinking light in the corner caught her attention and she sprang to it, finding that it was some kind of miniaturized holo-projector. She picked it up and pressed the button on the side, and a miniature hologram of Michael William Giles, a.k.a. Hate-Monger, sneered at her.

"_If you're getting this, spider-bitch, then that means you're back. Good enough for me. You tried to break me. I'm going to break you now. And your family is going to help me do it. If you want to stop me, when this message finishes, it's going to show you a map. Follow it precisely if you want your family to live. See you there . . . c#&."_

Audrey glared at the holographic map that replaced Hate-Monger's despised image, the symbiote reforming into its default state. Suddenly, time dilated around her, a signal from her spider-sense that things were not all well and good. Immediately, she sprinted for the window, smashing through the glass and throwing herself to the ground just as the house exploded behind her. The sound of the explosion rattled the symbiote, but Arachne huddled for dear life, rising to her feet.

She turned around and looked at the burning wreckage that used to be her house. With nothing more to do except rip Hate-Monger's heart out for this, she took off into a web-swing. As she swung, she had no idea that Hate-Monger was watching her, or that he wasn't the only one watching. Hate-Monger switched his visual to a heavily muscled man dressed in a sleeveless black suit and a white-fronted black mask resembling a skull.

"Crossbones."

"_Yeah?"_ the man so identified as Crossbones grunted.

"The spider is on the move. Get in position."

"_Sure."_

Hate-Monger closed the communication, turning to the Red Skull. "She's on her way."

"You know our arrangement," the Red Skull answered. "Until the wench who humiliated you dies, you will not get anything further from me."

"Yeah. What do we do about the wench's parents and sister?"

"We prepare them for the show." Red Skull's tone betrayed nothing less than inhuman satisfaction.

* * *

Meanwhile, Arachne followed the map . . . until her spider-sense warned her to drop her web-line. Drop her web-line she did, just in time to evade a rocket-propelled fragmentation grenade that would have either blown or cut her apart. As she dropped, she fired a web-line to catch the grenade and then wound up her arm, throwing the grenade back at the ones who had just shot it at her. They scattered, but the grenade still detonated on impact, sending them scattering even further.

Arachne swung into their midst, gritting her teeth in cold rage. "An obstacle course, is it? Fine. I'm good at those." She turned to her assaulters. "I knew I recognized you bastards from somewhere."

Her assailants were a hoverboard gang known as the Death Borders, whom she had rather brutally trounced while under the psychological grip of the Venom symbiote. They were supposed to be paraplegic, if not quadriplegic, after what she'd done to them, but they were moving about on their boards as though nothing had happened to them. At the moment, they were surrounding her, circling her like sharks taunting their prey.

"Yeah, spider-bitch, you know us," one Death Border sneered.

"How are you walking?" she asked.

"Hate-Monger 'borged us up," another Death Border answered. "Now we're strong enough and fast enough to take you."

At that moment, a Death Border threw himself into a kick, slamming the underside of his board into Arachne's face. Arachne thrust her hand up in a hard heel drive that knocked the Death Border off balance. Two other Death Borders sky-surfed at Arachne, who jumped into a midair flip and landed one-footed on one of their boards, using the other foot to kick the Death Border off. She threw herself into a flying kick on the other Death Border, who was sky-surfing at her. The Death Border caught her ankle with surprisingly quick reflexes and threw her into the midst of his fellows who were closing in on her.

Arachne twisted into a flying kick on the nearest Death Border, knocking him off his board. She moved like a deranged human pinball, sending Death Borders either falling off their boards or falling out of control on their boards. A few were able to right themselves and attack her, but she managed to evade them for the most part. A Death Border kicked the underside of his board into Arachne's face, turning up the afterburners on it. The symbiote screamed in pain from the heat, Arachne fighting through that pain to clog up those afterburners with her webbing.

With a vicious heel drive, she sent the Death Border spiraling out of control and jumped down to recover, the symbiote healing its and her burn injuries. "You punks still wanna go?" she asked.

The Death Border who'd had the rocket-powered grenade launcher pointed it at Arachne, whose immediate answer was to clog it with impact webbing. "Go ahead. Fire. I _dare you._"

The Death Border pulled the trigger, anyway, only for Arachne to grab the grenade launcher and throw it as high and as far into the sky as she could. The explosion was still close enough to rattle the symbiote, and her as well. Fortunately for her, the Death Borders were also rattled by the explosion; must have been the cyberaudio implants. Recovering quickly, Arachne sprayed them all with generous amounts of webbing.

"I don't have time for you right now," she said, firing a web-line and swinging away.

* * *

As she swung, Red Skull monitored her through his hack of the surveillance drones. "Crossbones, are you in position?"

"_Been there for ten minutes."_

"At the rate she's moving, she should be on top of you in _two,_" the Skull remarked.

"Why are we playing these games?" Hate-Monger asked.

"Amusement," the Skull replied. "Besides, I want to see just how a little girl like her was able to get the better of you."

Hate-Monger growled. "We should just kill the bitch's fam now and send her to join them in hell when she gets here."

Red Skull turned on Hate-Monger with a malevolent gleam in his eyes. "Running her ragged is a much better strategy. Save murdering her family for when she's at the end of her rope, when you've beaten her to the edge of death, just when she's beginning to get back some resolve. . . ."

"I like the way you think."

"I'm the one who does the thinking here, anyway." He turned to the screen. "Ready, Crossbones?"

"_Yeah."_

"Strike."

* * *

At that moment, Arachne's spider-sense triggered and time dilated just enough to allow her to dodge the sniper's bullet that would have killed her. As she twisted to evade, she fired impact webbing at the sniper's rifle, only for the sniper to use the rifle to _pole-vault_ out of the way. Not impressed, Arachne swung around and jumped on the rooftop, facing a heavily muscled leather-clad man in a mask vaguely resembling a death's head and pointing a sniper rifle at her.

"Who might you be?" she asked.

"Crossbones," the man replied, accenting it by firing a smaller handgun at her. Arachne dodged, only to barely twist out of the way of a kick from Crossbones.

"You're fast for such a big man," she remarked.

"And I've heard you're strong for such a little girl," Crossbones rejoined maliciously. "Wanna prove it?"

Arachne launched herself into a flying kick, only for Crossbones to block her kick with his rifle. To his surprise, Arachne stuck her foot to the rifle and used her grip to take it out of his hands. With a 360-degree spin, she kneed him in his masked face, following up with an uppercut to his chin. Crossbones staggered back from the force of her blows, but he wasn't downed just yet.

"Yeah, looks like the rumors were right about you," he remarked.

"Thanks for the compliment," Arachne shot back, shooting binding webs at him. Crossbones simply drew a vibroknife that sliced through Arachne's webbing, only for it to turn out that Arachne had used the webbing to blindside Crossbones to her more close-range assault. Despite that, Crossbones slid past Arachne, grinding his vibroknife against her side, cutting through symbiotic armor, flesh, and muscle. Fortunately for Arachne, the symbiote began to recover . . . and help Arachne heal along with it. That didn't necessarily mean it didn't hurt.

Crossbones gave a glance at Arachne that, despite his mask, seemed to give off the impression of malicious self-satisfaction. "Is that all you've got in you?"

Arachne snapped a web-line out to grab Crossbones' vibroknife, but Crossbones merely caught the web-line and yanked on it. Arachne turned it to her advantage, swinging into a kick that caught Crossbones in the stomach. She twisted to slam her knee into the side of his head, knocking him to his knees. Despite his position, he managed to thrust his elbow behind him and slam it into her solar plexus . . . with a vibroknife hidden below his elbow.

Arachne staggered back, as Crossbones rose to his feet. Arachne bit back a pained hiss, as the symbiote worked overtime to heal both that wound and the earlier one Crossbones had dealt her. _**Finish him quickly, Audrey,**_ the symbiote snarled. _**There is only so much damage you and I can take.**_

_I know,_ Arachne answered. She darted behind Crossbones and attempted to ram her knee into the back of his neck. Unfortunately, he seemed to have anticipated that move, as he whirled to grab her knee and use it as leverage to throw her to the roof. Arachne tumbled onto her feet and lunged at Crossbones, hitting him as fast and as hard as she possibly could without killing him. Crossbones blocked her strikes to the best of his not-inconsiderable ability, but more of her attacks were getting through than not.

As a means of evening the odds, he drew another small pistol, hidden on his person, and shot her in the stomach. Even her reflexes couldn't be good enough to dodge a point-blank gunshot, right? _Wrong. Dead wrong;_ she sidestepped the blast and punched him through his stomach, but instead of blood . . . she got circuitry and oil. To his surprise, she just snickered, as though she'd found something amusing.

"You've 'borged yourself out _that_ much?"

"Full conversion," Crossbones confirmed smugly. "Super-strong, super-fast, super-durable, and super-realistic . . . for the really good stuff."

"Then I guess I have no reason to hold back on you," Arachne mused. "You can just get maintenance, right?"

Crossbones went for his gun again, but Arachne was faster, cutting off his hand with her symbiotic blades and slashing his throat with those same blades. "I'm not in the mood anymore," she said, just before jumping off the rooftop and web-swinging in the direction the map commanded her.

* * *

Hate-Monger sneered at the screen. "So much for Crossbones."

"Frankly, I'm only disappointed he didn't last longer," Red Skull commented. "That's where you come in. With the upgrades I've given you, you better be able to take her out of the picture. Otherwise . . ."

"Yes."

"Go check in on the prisoners."

"Yes."

When Hate-Monger went to check out the cells containing the Hopkins, he got a raised middle finger from their elder daughter Kaye. "Stupid Nazi."

"Stupid bitch," Hate-Monger retorted.

"Whatever my daughter did to you, you most likely deserved worse," Mrs. Hopkins spat.

"She ruined everything, your daughter," Hate-Monger snarled. "All that careful planning, she threw a giant monkey wrench in it . . ."

". . . and left you too beaten up to even whimper like the cowardly puppy you really are," Mr. Hopkins finished snidely.

"Keep talking like that," Hate-Monger sardonically encouraged. "It's only going to make it that much more satisfying when I kill her in front of you."

"If you lay a finger on my daughter . . ." Mr. Hopkins began to warn.

"You'll do _what,_ exactly?" Hate-Monger taunted. "You're a middle-aged, feeble-minded man with no real grasp of the world around you, much less how your own daughter has been spending her nights. You didn't assume it was all d& make-out sessions, right?"

"You wouldn't know a thing about love if it raped your pathetic little ass," Kaye sneered.

Hate-Monger pointed a finger at her, letting the nail extend into a deadly claw. "If you know what's good for you, you'll shut the f& up."

"Look at you, trying to act like a big man," Kaye taunted. "You know, I never really got the psychology of Nazis. I just figured you guys had to be particularly pathetic and weak-minded yourselves to start thinking all your problems could be traced to some not-you-guys group. I think I get it now."

"Get what?"

"You're bullies. Plain and freaking simple. And what are bullies? Sad, pathetic, small-minded children looking for something smaller and weaker than yourselves to beat up."

The claw extended further, getting dangerously close to Kaye's eye. "Would you like it if I cut out one of your eyes?"

Kaye bit her lip, glaring defiantly at Hate-Monger. "Do your worst."

"Kaye!" Mrs. Hopkins shouted in warning.

Just then, Hate-Monger got a radio from the Red Skull. _"Hate-Monger. That's enough. Come back here at once."_

"Yes," Hate-Monger snarled. He retracted his claw and began walking away. Once he was out, Mr. Hopkins slumped in his cell.

"He might have had a point."

"A point?! What point?! The guy's a psycho!" Kaye protested.

"Yes, but . . . how well have we known Audrey lately? Those late nights with Karin, those disappearances . . . all this time she's been some kind of super-vigilante, throwing herself into danger against the kind of odds that nobody normal would survive."

"I get it," Mrs. Hopkins mused. "We should have done something more to keep her with us."

"What could we have done?" Kaye asked. "She's got the proportional strength, speed, and agility of a spider, plus that nifty ability to scale walls without needing climbing equipment. We wouldn't have the power to keep her in. Not if she didn't want to stay in, and being a superhero, fighting for the innocent . . . it's all she's dreamed of since she was a little girl. She looks up to Spider-Man more than she'll ever look up to me, or even you guys."

"Some dream it turned out to be," Mrs. Hopkins remarked grimly. "More like a nightmare, in this world."

"Bad habit of superheroes, though; they do the right thing, even if everyone else disagrees with them," Kaye observed. "Even if everyone else hates them, despises them, tries to run them out of town, they do the right thing."

* * *

Back in the central area of their base, Hate-Monger confronted Red Skull. "She's coming, isn't she?"

"She'll be here," Red Skull answered. "She gets closer to us every second."

"The Death Borders, Crossbones . . . they failed," Hate-Monger snarled. "I will not."

"Glad to see you're so confident. I hope you live up to your own press."

Hate-Monger looked at the screen, switching the view to his lookout. "Where is she?"

"_She's –"_ He was cut off by a strike to the back of his head that knocked him out of the video feed. Immediately, Arachne's face replaced his.

"_Here."_ And then she was gone.

Red Skull turned to Hate-Monger. "You get her. I'll deal with the family."

"Yes," Hate-Monger sneered, moving to deal with Arachne. As for the Red Skull, he went to the cells where the Hopkins were being kept and unlocked them.

"You three are coming with me."

* * *

Hate-Monger stalked outside as white ooze leaked out of his pores. The ooze slithered out, covering his body in a protoplasmic white sheath with black sides and shoulders. His face was concealed by a white mask with white eyes staring out of a black frame that took up most of his face. His fingers gnarled into sharp claws, looking as though they could cut through steel like wet tissue paper. In fact, he was looking forward to doing exactly that to his opponent.

"Hate-Monger," Arachne greeted, standing before him.

The very sight of Arachne filled Hate-Monger with rage. He wanted to rip her apart, he wanted to reach inside her and tear out her lungs, he wanted to make her beg for her life, for her family's lives . . . oh, there were just so many things he wanted to do to her. He was going to get the chance to do them all now, and he was going to enjoy each and every one of them. He grinned savagely beneath his mask of white protoplasm.

"Hello, bitch."

"What did you do with my family?"

"They're safe, for the moment. My partner is bringing them out so they can watch you die. Or so you can watch them die. Depends on my mood."

Hate-Monger almost didn't see Arachne move, emphasis on "almost." With his newfound power, his senses and reflexes were sharper than ever, allowing him to reach up and catch Arachne's punch with mocking ease. Arachne's symbiote attempted to pierce his hand with symbiotic blades, but Hate-Monger's protoplasmic sheath thickened around his hand and he pierced her hand with his claws. Immediately, the symbiote began to melt away from around her hand, exposing pale, almost pinkish flesh.

"What . . . what's going on?" she asked.

Hate-Monger laughed. "I am a living antibody, a walking antithesis to the infection that allowed you to defeat me."

"_She_ . . . is _not_ . . . an infection," Arachne snarled.

"Well, 'she's' going to die, and _you're_ going to join her," Hate-Monger vowed.

By this point, the symbiote had left Arachne's entire arm bare, but Arachne thrust her knee up into his solar plexus. That turned out to do little good as well, as the symbiote began to melt from around her knee. The corrosion spread to Arachne's entire leg, leaving it as bare as her arm. Hate-Monger threw her aside, and she twisted into a graceful landing, the symbiote slowly recovering Arachne. With her fully covered hand, Arachne fired a binding web at Hate-Monger, only for Hate-Monger to grab her web and pull her toward him with a web of his own.

Arachne used his grip as leverage to swing into a kick that knocked Hate-Monger down, just as the Red Skull brought her family out in flexicuffs and hobble cuffs. "Mom! Dad! Kaye!" she shouted. She sprang for them, only for Hate-Monger to grab her legs with his webs and pull her down, dragging her toward him.

"Let go of my daughter, you monster!" Mr. Hopkins shouted.

Hate-Monger paid Mr. Hopkins no mind, grabbing Arachne by the throat. The corrosive effect of his touch melted the symbiote off Arachne slowly, causing it to drip off her body in large black globs. Judging by the expression on her half-exposed face, both the symbiote and the girl were in tremendous pain. Hate-Monger liked that, wanted to see more of it, so he squeezed tighter on her throat.

"I said, let go of my daughter!" Mr. Hopkins shouted.

"Your daughter's going to be dead soon," Hate-Monger sneered. "Then you know what I'm going to do to her? I'm gonna rape her corpse until it decomposes enough to stop being pretty."

Were it not for the hobble cuffs, Mr. Hopkins would have attempted to attack Hate-Monger. Of course, Mr. Hopkins momentarily forgot about those and attempted to charge Hate-Monger. He was immediately reminded of their existence when he fell to the ground. The Red Skull picked him up by the back of his collar, standing him up on his feet again.

"Damn you," Mr. Hopkins growled at the Red Skull.

Hate-Monger continued to squeeze Arachne's throat, until the symbiote attacked him. It exploded from Arachne, wrapping around Hate-Monger in an attempt to crush him with its mass. Hate-Monger's form twisted and warped around the symbiote as he attempted to fight it off. Indeed, Hate-Monger seemed to be succeeding, as holes formed and grew in the symbiote's mass. The two entities continued to struggle, until Hate-Monger's own protoplasmic mass unfurled in a writhing mass of bladelike tendrils that splattered the symbiote onto the ground.

"Venom!" Arachne shouted, now dressed only in the nightshirt she'd worn when the symbiote had first bonded with her, moving toward the symbiote.

"It's dead, girl," Hate-Monger sneered. "You're next."

* * *

Arachne placed her hand on a piece of the symbiote. It rippled slightly at her touch, but did not seem to respond other than that. "Venom?"

_**Audrey . . . thank you . . .**_

"For what?"

_**For not rejecting us. You are far kinder than we deserve. Hold on to that.**_

"It sounds like you're saying good-bye."

_**We are. Hate-Monger's touch is a lethal toxin to our kind. There is nothing we can do.**_

"You . . . you're . . . you're going . . . ?"

_**Unfortunately, yes. We have one final request.**_

"What is that?" Arachne wondered.

_**Find Parker. Tell him . . . we forgive him.**_

The symbiote dissolved completely, and that was the last she heard from her. She looked up at Hate-Monger, her rage-filled eyes now ringed by purplish-black bags and her exposed skin paler than before. She slowly rose to her feet, her darkened brown hair almost shielding her face.

"Aw . . . is the little baby spider gonna cry?" Hate-Monger mocked.

"No . . ." Arachne whispered. "The little baby spider is gonna make _you_ cry."

"I'm shaking," Hate-Monger taunted.

Arachne seemed to disappear from sight, and even Hate-Monger's senses had a hard time registering her. When she emerged clearly, she did so with a punch to Hate-Monger's jaw, sending him flying. He tumbled onto his feet, looking at her with an expression that might have been surprise had it been visible. To her surprise, he chuckled with a dissonant calm.

"What's so funny?" she asked.

"You can still hit. Guess not all the power was in that thing after all."

"How is that you're walking again?"

"Thank the Red Skull. He saved me. He gave me this." Hate-Monger gestured to the protoplasmic suit he wore. "Like it? It's a pharmaceutical symbiote, a living antivirus. No sickness can touch me without meeting its end. And I will use this to cleanse this country, this world, of the mud plague."

Arachne spat. "You're still just a warped piece of gutter trash."

Hate-Monger lunged at Arachne, but Arachne grabbed his outstretched arm and spun into a throw that knocked him into a tree. Hate-Monger managed to grab the tree trunk and flip up into a crawling position on it, springing off it to attack Arachne again. Arachne once again appeared to vanish, although his senses were still able to vaguely detect her, and reappeared kicking him from below. She proceeded to kick him repeatedly, each kick pushing him higher into the air, and then she twisted around and elbowed him in the back with such force as to send him crashing to the ground.

"Give up?"

"How are you doing this?" Hate-Monger asked.

Arachne's darkened lips, an almost purplish black, quirked into a smile. "I've embraced my inner predator. And it's a far stronger predator than you."

Hate-Monger snarled, rising to his feet before Arachne. "You . . . miserable . . . c#&!"

Arachne caught Kaye looking at her, the older girl mouthing, "Kick his ass." Arachne's answer was to wink at Kaye while sticking up two fingers in the "V for Victory" pose . . . just as four ethereal spider legs grew from her back and pinned Hate-Monger.

"Let go of me, bitch!" he yelled.

"Sure," Arachne conceded, and used her ethereal spider legs to toss him aside. She began walking toward her family and the Red Skull. "Let them go, Skull."

"If you insist," the Red Skull answered. He unsnapped the hobbler cuffs and the flexicuffs from Mr. and Mrs. Hopkins and Kaye, setting them free. When Arachne's eyes widened in surprise, the Red Skull just looked at her steadily. "Your death was the contingent upon which this alliance between myself and Hate-Monger rested. Since you defeated him, this alliance is now over."

Hate-Monger started to rise again. "You can't do this to me, Skull!"

"Watch me," the Red Skull coldly responded. At that moment, Hate-Monger dropped onto the ground, unmoving.

"What did you do?" Arachne asked.

"I told his antivirus that _he_ was the cancer," the Red Skull explained tersely. "I leave it to your feeble imagination to come up with the details." He turned to walk away.

"This isn't over, Skull," Arachne declared.

"Yes, yes, the standard heroic retort to the dastardly villain who just saved her life." The Red Skull's tone was coldly dismissive. "Grow up."

Arachne would have gone after him, but she was dissuaded by Kaye's hand on her shoulder. "It's over, Audrey. We're back together. That's all that matters."

"Yeah . . ." Audrey murmured. "Except the house kinda blew up."

"I have a sister in the other borough," Mrs. Hopkins interjected. "We'll stay with her until we can get back on our feet."

"And while we're staying, we're going to have a long talk about some things," Mr. Hopkins added.

"You mean the Arachne thing, right?" Audrey surmised.

"In a word, yes," Mr. Hopkins confirmed. "But you're still Audrey to us."

* * *

End Notes: There you have it. The Venom symbiote is gone, but whether it's for good or not is something entirely up to my discretion. The "pharmaceutical symbiote" was, for those of you who've been following "New Ways to Die," inspired by Anti-Venom. This chapter, though, was pretty much an excuse for me to wrap up the lingering conflict between Arachne and Hate-Monger, introduce some new villains, and set up Arachne's new status quo and a plotline involving the spider totem she's now tapping into. In the upcoming chapters, you'll start seeing a little more of the supernatural aspects of the Marvel Universe, you'll find out what became of Cuayin and Callisto/Mayday after the end of the invasion, and you'll experience the return of the techno-virus in an even more insidious form. Until next time, make mine (and yours) Marvel: Tomorrow!


	2. Rider of a Pale Horse

"Marvel: Tomorrow Ultimatum"

Chapter 2: "Rider of a Pale Horse"

Disclaimer: The future seen here is my speculation-turned-story, but the universe in which that future is set belongs to Marvel Comics. Ergo, you will find characters who are either retooled versions of characters existing in the canon of the Marvel Universe or who are legacies, in one way or another, of those same canonical characters. In any event, I make no money from the writing of this story and derive no other material profit from it, not even free Spider-Girl comics. Isn't it sad?

Author's note: Now that Audrey's family knows what she's been up to these past several months, how are they going to deal with it? As if that weren't enough, it isn't just Audrey's family that knows her dual identity, but what about the less savory individuals who know? Like the Red Skull, or Niles Jason Gyrich? And just what forces are going to arise to complicate the Astonishing Arachne's life even further? For the answers to those questions and others, you'll just have to read on.

* * *

Outside the city limits, a motorcycle's engine revved.

"Do you have to do that, Charlie?" a guttural female voice asked.

"Yes, Atacante, I do," the honey-blonde Charlotte "Charlie" Blaze replied. "I like the sound."

"Remember what we're here for," the silver-haired Linda Slade warned. "Chthon."

"I don't get these people," the crimson-colored, dark-haired Atacante grumbled.

"What's not to get?" Andrea Kale, blonde with two red locks framing her face, asked. "The dark side is a very alluring thing. We know that better than most. You, in particular, given your own . . ."

Atacante glared at Andrea with glowing green eyes. "I don't need you to remind me."

Koden Cochrane, a brunette with vaguely Asian features, looked at Charlie. "You think we're gonna need help?"

"Hopefully not," Charlie replied. "The deal here is to just get in and get out. No interference from the locals."

Erika King, a very pale brunette, sighed. "Hopefully not."

"Let's go." Charlie rode into the city, the other five young women following her on their own motorcycles.

* * *

Back in the apartment residence the Hopkins had moved into, Audrey had just finished the story of how she came to be Arachne. ". . . and there you have it, the long saga of the Astonishing Arachne."

"Why didn't you tell us?" Mr. Hopkins asked.

"I thought you were better off not knowing," Audrey replied.

"We weren't," Kaye cut in. "Even if we didn't know, the fact somebody else figured you out and came after us as a means of drawing you out . . ."

"Yeah," Audrey murmured shamefully. "I'm sorry."

"So what's it like, being the distaff version of your idol?" Kaye liltingly inquired.

"He's not my idol these days," Audrey admitted sadly. "Feet of clay, you know. Everyone has them."

"But it's still cool, right? The city as your giant jungle gym?"

"It is . . . but not when I'm being chased by the police or by psychos who think they somehow have more of a right to their powers because they work for the government."

"We'd ask you to stop being Arachne . . . but that'd probably not work out very well," Mrs. Hopkins uttered. "The only way we'd have any kind of guarantee of it working would be to turn you in, and I'm not letting my daughter go to super-prison just for doing what she thought was right."

Audrey tilted her head as she looked at her mother, puzzled. "Huh?"

"In other words, we don't like it, but we can understand why . . . and you're too responsible for it to be just for the thrill," Mr. Hopkins clarified. "Just . . . try not to get into more trouble than you can handle."

"Thanks. I think."

"Just one thing."

"What?"

"You could try putting on some blush. You being so pale now worries me."

Audrey chuckled. "Thanks, but I don't need makeup."

"Fine, if you want to go to school looking like a vampire," Mrs. Hopkins chided lightly.

"Vampires probably are not the scariest things in the world," Audrey mused. "Thank years of modern pop culture for romanticizing them."

"You read the _Daybreak_ series, too?" Kaye wondered.

"No," Audrey answered sharply. "Not my style. I liked _Tesla Academy_ better."

"Speaking of _Tesla Academy,_ I've been hearing rumors of nonmilitary schools for super-powered people our age," Kaye brought up. "Super-powered self-defense courses are part of the curriculum, but they're not being trained to be super-soldiers or anything like that. They also say 'kids are better encouraged to learn when they don't feel they have to hide who they are to be accepted.'"

"Isn't that the justification behind girls-only schools?" Audrey asked rhetorically.

"I thought you wouldn't mind those, seeing how you swing."

Audrey snorted. "Ha, ha, very funny."

"I'm glad you think so."

"Something just occurred to me," Mrs. Hopkins said.

"What?" Audrey asked.

"That girl Karin . . . she has hyper-senses and hyper-agility, like Daredevil?"

"Yeah. Except the hyper-agility is kind of a recessive family trait she had before joining up with the Initiative."

"Weren't Spider-Man and Daredevil, the originals, really good friends back in the day?"

Kaye snickered. "They might have been more than just 'good friends,' Mom. At least before Spidey got married."

Mr. Hopkins and Mrs. Hopkins looked at each other and then Kaye with befuddled expressions. Audrey took it upon herself to explain. "What Kaye's trying to say is that Karin and I might have a genetic predisposition to each other."

"But genetics don't work like that!" Mr. Hopkins exclaimed.

"They used to say that about animal-based modifications to the human genome," Audrey remarked. "We've had at least sixty years to get used to the idea of that not being impossible anymore."

"So . . . about that school . . ." Mrs. Hopkins changed the subject. "Do you know if the students are registered?"

"The school promises confidentiality," Kaye replied. "In other words, they're not giving up the students' identities to the Initiative unless their hand is forced by the students engaging in illegal activities. Then again, you're gonna have to be careful, Audrey; unlicensed meta-vigilantism counts as illegal activities."

"Maybe I better . . ."

"Let's check it out," Mr. Hopkins suggested. "What harm could it do?"

"Yes, it _would_ be a good place for Audrey to meet other people like her, without them all being on the run from the Initiative," Mrs. Hopkins agreed. She turned to Audrey. "What do you say, Audrey?"

Audrey let out a tolerant sigh. "Why not?"

* * *

That night, the six female bikers stopped by a forbidding manor. "This place is evil . . ." Charlie murmured, her blood literally boiling. Smoke rose from her collar as the demon within her stirred from its slumber.

"Yeah," Andrea agreed somberly.

Linda drew a gun from its holster on her thigh. "I say we start exorcising. How about you?"

Koden took off her motorcycle gloves and clenched her fists so hard her nails pierced the flesh of her palms. She unclenched her fists and grayish-black ooze leaked out of her wounds, spreading rapidly over her body. Once the ooze completely encased her, it began to harden, taking on armor-like texture and shine with parts of it accented in gold. The Masked Rider had emerged from within the shell of Koden Cochrane.

The six women began to approach, only for an energy barrier to form around the manor. "Defense system," Atacante whispered.

"No s#$%," Erika remarked.

Andrea let out a demonic roar, glowing with blue fire. The blue fire exploded from Andrea in the shape of a two-tailed demonic feline that viciously scratched the barrier until it collapsed, at which point it retreated inside Andrea. The crimson-eyed blonde panted slightly, her skin almost literally glowing from the power she had just exerted. She turned to her comrades and curtsied. "After you."

Charlie, by now transformed into the flame-skulled avenging spirit Ghost Rider, walked forward, followed by Andrea, Atacante, Linda, Koden, and Erika. As they walked, blue wisps emanated from Andrea's skin, slowly solidifying into outright flame. Atacante looked at Andrea sympathetically, knowing the source of the blue flame; the same lust for violence and combat that had become a part of her dwelled within Andrea. She smiled to herself, fully aware that both of them would get their wish soon.

* * *

The next morning, Audrey and her family arrived at The Claremont-Gruenwald Academy, Kaye having spent much of the previous night researching it. So far, everything seemed to check out and now they were going to see for themselves if the academy was all that it purported to be. When they first stepped inside the school building, they were greeted by a young woman with long dark green hair and pale skin, dressed in a modestly cut pantsuit with leather gloves on her hands.

"Hello, we've been expecting you," the woman greeted amiably. She stepped forward to shake Mr. and Mrs. Hopkins' hands. "I'm Camille Schwarz, and I'll be your guide."

"Thank you," Mrs. Hopkins answered.

Something about Camille felt very familiar to Audrey. She inhaled the air through her nose and caught the scent of ionized ozone. She gave Camille a sidelong look, nonetheless following her along with her parents and sister. As they walked, Kaye whispered in Audrey's ear, "I know she's hot, but you have a girlfriend."

"I'm not staring at her because I'd like to bone her," Audrey whispered. "I'm staring at her because something doesn't feel right about her."

"Huh, really?"

"Yeah. Feels like I've met her before."

They passed the classrooms, Camille explaining what was going on in there. "In this classroom, we're teaching Posthuman History." She moved on to another. "And here, we teach Posthuman Social Studies, how posthumans relate to the society around them and how society relates to posthumans." She glided to another classroom. "Here, we teach Posthuman Civics, how integrating posthumans into the government apparatus has affected governance and politics." She moved on to yet another classroom. "This is where we teach Posthuman Literature, or how fictional portrayals of posthumans correspond to the reality of posthuman existence."

"Sounds interesting," Mr. Hopkins remarked.

"Yes," Camille agreed. "These young people need to understand how the nature of their existence impacts the society in which they live."

"What about more conventional courses?" Mrs. Hopkins asked.

"Those are included in the curriculum," Camille replied smoothly. "It's also important that these young people know more about their more mundane history." She brightened up. "Ah, here we are."

"What's this?" Kaye asked.

"The gym," Camille answered.

"Let me guess, Posthuman Physical Education?" Mrs. Hopkins surmised.

"You're correct," Camille confirmed. "Want to see?"

"Yes," Mrs. Hopkins answered.

"As you wish," Camille assented. She parted the double door to the gymnasium, and the Hopkins stepped through. Inside the gymnasium was a massively complex gymnastic set on which several students were exercising, and that was just in one section of the gym. In another section of the gym, double mats covered the floor, providing some cushioning for students who were practicing their self-defense moves. Ringing the gymnasium was a massively complex obstacle course, which tested not only the running speed, but the reflexes and agility of those in it.

Audrey looked more closely at the gymnastic area, and saw a very familiar, very flexible, vaguely elfin blue-furred girl playing on it. _Nightshade . . . what's she doing here?_

Nightshade seemed to have spotted her, waving enthusiastically at her. "Hi, Spider-Lady!"

Audrey blushed in embarrassment, causing her parents and sister to look at her curiously. "Uh . . . that's a friend of mine."

"Interesting friends you make," Kaye remarked. "For a fuzzy blue chick, she's kinda hot."

That simply made Audrey blush a deeper red. "Shall we move on?" Camille cut in.

"Sure," Mr. Hopkins said.

Camille took them to the computer lab, which was filled wall-to-wall with holographic terminals. "Wow . . ." Mrs. Hopkins uttered. "My job might go a lot easier with those."

"Yeah, those are pretty nice," Mr. Hopkins agreed.

"Glad you approve," Camille answered amiably. "Nothing but the best for our students."

"Wow, you sound almost like their mother," Kaye remarked.

"Not really," Camille responded. "We just take the molding and shaping of these young minds very seriously." She turned to Mr. and Mrs. Hopkins. "Would you like to see the headmaster now?"

"Yes, that would be nice," Mr. Hopkins replied. "Thank you."

"Very well, I'll take you to her," Camille said.

When Camille escorted the Hopkins to the headmaster's office, they noticed that the chair was facing opposite them. "Is this where we have a dramatic reveal that the headmaster is either much freakier or much more attractive than one would assume for someone of her position?" Kaye quipped.

"Yes," the headmaster's voice replied. The chair spun 180 degrees, revealing a blonde woman whose skin appeared to be made of organic ruby and whose eyes were hidden behind black sunglasses. She wore a black business suit that contrasted quite nicely with her ruby flesh and flattered her figure. "Hello there. My name is Ruby Summers. Please address me as Ms. Summers or Headmaster."

"Hi," Audrey greeted.

"Please, do take a seat," Ruby enjoined.

Audrey, Kaye, and Mr. and Mrs. Hopkins took their seats, as Camille stood by the door watching. Ruby looked at Audrey curiously over the lenses of her sunglasses. Audrey returned the look. Kaye and Mr. and Mrs. Hopkins simply looked at the exchange with curiosity, more than a bit of it directed at Ruby. Finally, Ruby took it upon herself to speak.

"What brings you here?"

_

* * *

_

The night before . . .

* * *

Severed chain links flew all around the battlefield, punching through flesh, muscle, and bone like bullets. The links came together again as a single long chain in Ghost Rider's hand, Ghost Rider charging it with hellfire and lashing the dark monks with it. Beside her, the Pale Rider, Andrea Kale, launched the dark spirit inside her at several dark monks, the spirit curling up into a wheel-like shape and battering them.

Linda, the Phantom Rider, blocked the monks' staff strikes with her guns, accenting the blocks with hellfire-augmented bullets. Koden, the Masked Rider, threw herself into a jumping scissor kick that took down two monks, while the Crimson Rider, Atacante, sliced through several monks with her psychokinetic blades. The Nocturne Rider, Erika, drew her claymore, using it to block the monks' staff strikes and slice them.

"They just keep coming back!" Phantom Rider shouted.

"Of course," Pale Rider mused. "It is Chthon's spirit that drives them. We have to sever that link."

"We have to kill them 13 times," Crimson Rider hissed. "How many times have we killed them so far?"

"Didn't have time to count," Masked Rider answered.

"Then we just keep killing them until they stop getting up," Nocturne Rider snarled. "That's fine by me."

The Phantom Rider began shooting the monks with her hellfire-charged guns, weaving through their attempts to retaliate and firing even more hellfire-augmented bullets at them. The Masked Rider threw herself into a flying side kick that crushed the ribcage of the monk it hit, bouncing off him to kick another monk so hard in the head his neck snapped. The Pale Rider charged through her own dark spirit's attack, fusing with it once more to supercharge her punch to one of the monks, shattering his head. Ghost Rider willed the links of her chain to separate and strike the monks like bullets. The Crimson Rider cut through the monks with her arm-mounted telekinetic blades, while the Nocturne Rider stuck to impalements.

It took what felt like an eternity, but the Midnight Riders ultimately were able to defeat Chthon's monks. "So that's what it was . . . a decoy," Pale Rider snarled, looking at the macabre tableau. "We haven't accomplished jack!"

Nocturne Rider sniffed. "All that evil power . . . was just to confuse us, to make us think they were trying to manifest Chthon here. It's somewhere else."

"_**Then we have no time to waste,**_" Ghost Rider declared.

"You said it, Matchstick Skull," Phantom Rider agreed.

_

* * *

_

Tonight . . .

* * *

"What did you think?" Mrs. Hopkins asked.

"The school was pretty neat," Audrey replied. "It seems like a nice place to learn, to study."

"Is that a 'yes'?" Mr. Hopkins prompted.

"Possibly," Audrey answered evasively.

Mr. Hopkins' expression became inscrutable for a moment before he went on. "Any reservations?"

"It's going to be a great experience, being with kids with powers in a normal school environment, but . . . I don't feel right about putting away the costume," Audrey admitted.

"Is it the crusade? Or is it Karin?" Mrs. Hopkins asked.

"Both," Audrey confessed. "If I go to some school for super-powered teenagers, it feels like I'm abandoning the fight."

"What good has fighting done you?" Mrs. Hopkins asked. "You spend most of your time in that costume on the run, and you even ran away from home, so that tells me something about how much of a toll it was taking on you."

"I know, but . . . it would be wrong of me to just up and quit," Audrey insisted. "Not while there are so many people here suffering because of something they can't help being."

"It's their choice," Mr. Hopkins mused.

"To what? To have powers, or to be on the run?" Audrey whirled on him sharply. "You haven't seen what they do to people like me. They have no problem dosing people with nanotech inhibitors so they can't use their powers, like cutting off someone's legs to keep them from running away. They hire murderous psychopaths for wet work, and do whatever else they feel they have to do to keep people like me – and people like you – under their thumb."

"You _are_ aware that this country just fended off an invasion of pissed-off super-people, right?" Mr. Hopkins brought up. "Maybe they do all that for our protection."

Audrey snickered. "You think the surveillance drones are for our protection? You think everybody with powers needing to be registered with the Initiative or face imprisonment is for our protection?"

"I can see where it might have gotten out of control," Mr. Hopkins admitted, "but I don't believe everyone involved in the Initiative is a psychopathic monster just looking for power and control."

"You're right. Not everyone there is a psychopathic monster. Some of them are just completely amoral. Don't care either way as long as they get paid." Audrey looked at her father, her black-ringed eyes meeting his lighter ones. "If you'd seen what I'd seen . . . if you knew what they do to people who won't 'get with the program,' you wouldn't think it was anything worth supporting."

"I suppose that's why they don't talk about those things," Kaye remarked. "Need people to believe everything's ok and it's all for a good reason. People wouldn't be quick to agree with that if they knew how much blood was spilled to make this cozy new world as safe as it is."

"And now we know it's not safe," Mrs. Hopkins added. "Now we know that if someone's determined enough and powerful enough, they can attack us in our own country, in the nerve centers that keep everything going, and there's almost nothing we can do about it."

"They . . . were going to violate my mind," Audrey hissed. "They were going to reach in, take what they needed, and they didn't care if I was in any shape to even tie my own shoes afterward. Hell, they were looking forward to breaking me." Without another word, she ran upstairs to her room and stripped down from her clothes, changing into her old Halloween Spider-Man costume, as she had no other costume to wear. By the time Mr. Hopkins had gained the presence of mind to go up to Audrey's room and apologize, he only saw a window opened wide and Audrey's clothes scattered on the floor.

"I'm sorry . . ." he whispered.

* * *

Audrey couldn't hear him; she was busy leaping through her suburban neighborhood, heading for Hell's Kitchen, heading for the one person she knew she could talk to. She moved faster than she thought she could ever go before, moving across the city with an agility and grace unseen in even the best parkour artists. While her Halloween costume had no special technology, especially not any kind of cloaking from the surveillance drones, she was still moving so quickly those drones would not be able to clearly see her.

In what felt like no time at all, Audrey had reached Hell's Kitchen and was now bounding and flipping toward Karin's apartment. She wondered if Karin would already be out as Fearless or preparing to go out as Fearless. Either way, Audrey couldn't wait to see her; the week they had spent together after driving off Cuayin's forces had been nothing short of spectacular. Karin had spoiled Audrey rotten, indulging every wish the smaller brunette expressed, not that those expressions were many, as Audrey was just happy to be by Karin's side. Hell, all Audrey had really wanted to do was cuddle with Karin with nothing touching either of them except the sheets of their bed.

Audrey blushed as she recalled the events of that week, the many ways in which Karin had taken her, the myriad uses Audrey had found for her mouth and hands . . . and certain symbiote-granted appendages. She remembered the beatific expressions on Karin's face while they engaged in their passionate play, the love in her eyes when she looked at her. Just thinking about it, frankly, elicited certain stirrings within her, causing her to move faster and exert herself harder.

To her delight, she found Karin – or rather, Fearless – below, engaging in razorbike-fu with the weapons-dealing biker gang the Bonescrapers. Their identifying mark was leather jackets with the skull and crossbones emblazoned on the back and custom helmets with faceplates designed to resemble human skulls. The 'scrapers were circling Fearless, sidling up to attack her up close or performing acrobatic stunts on their bikes while shooting at her.

Fearless' answer was to kick the bike of the 'scraper sidling up to attack her, knocking him off balance and sending him spinning out of control. As for the one that was leaning in for a shot, Fearless knocked his gun out of his hand and broke his wrist in three places in the process. With a vicious spinout on the front wheel of her razorbike, she smashed down several more 'scrapers, prompting the survivors to bear down on her with their engines roaring furiously.

"We're gonna make you squeal, sow!" one of them shouted.

Audrey's eyes narrowed with rage beneath her mask. Being stupid enough to get into a fight with Fearless was one thing. Being stupid enough to call Fearless _a sow_ was an open invitation to the mother of all beatdowns. Without even really thinking about it, she leaped off her safe rooftop perch and brutally drop-kicked the first 'scraper in her sights, knocking him off his bike and sending his bike careening into a wall. Landing agilely on the street below, she pirouetted into a roundhouse kick that sent another 'scraper crashing, bike and all.

"Get the spider-bitch!" one of the last few Bonescrapers yelled.

Audrey became a human pinball, savagely bouncing from target to target and knocking them all down in short order. Judging by their pained groans, they had probably sprained or broken something in their collisions, or she had done that for them upon impact. It didn't much matter either way; Fearless strode over to whom appeared to be the ringleader and pulled him up by the collar of his jacket.

"See what she just did?" Fearless asked, referring to Audrey. "That's her in a _good_ mood. Me in a _bad_ mood? You won't be getting as _quick_ a thrashing as this. No, I'll take my _time,_ like _intensive surgery._"

The Bonescraper leader just looked at her with what would have been inscrutability to someone else. To Fearless, his emotions and intentions were completely naked. The fight had gone out of him, for now. He was pissed off, but he knew there was nothing he could do about it right now. That didn't prevent him from intending to make her pay somehow, so she felt she had to drive the point home a little more.

To that end, she threw him back onto the ground with such force that he skidded into his razorbike. "Remember this: _Hell's Kitchen belongs to me._"

She walked to her own razorbike and righted it before getting on. She then turned to Audrey and patted the backseat invitingly. "Want a ride?" she inquired, her voice a low, rumbling purr.

Audrey gratefully hopped on the back of Fearless' razorbike and wrapped her arms tightly, but not overly so, around the taller girl's waist. Fearless rode away from the beaten 'scrapers, taking Audrey with her. As she rode through the streets of Hell's Kitchen, she got the feeling that she wasn't the only superhero motorcyclist on the block.

Indeed, she was proven right, as six other motorcycles blazed past her. Two of them had fiery wheels, one the color of traditional fire but with an unnatural feeling, the other a strange electric blue color with an even more unnatural feeling. Riding the fiery-wheeled motorcycles were a fiery-skulled biker and a biker whose physical features seemed to be molded out of blue fire. Riding alongside them were a customized – and arguably weaponized – cruiser, a crimson sport bike, a white-and-black racing bike, and a violet-black dual-sport bike.

"Ghost Rider . . ." Audrey murmured.

"I know," Fearless answered. "Let's see what she and her entourage are up to."

The two girls didn't know just where exactly this would lead them, but wherever Ghost Rider went, trouble followed. They just had to make sure nobody innocent got caught up in it.

* * *

End Notes: There you have it, chapter 2 of Marvel: Tomorrow Ultimatum. Caught between her (and her family's) desire for normalcy and her commitment to the fight, Audrey will soon discover that things are rarely as simple as they seem. What sort of metaphysical menace will she and Karin join the Midnight Riders to fight? How will this fight factor into the choice she ultimately makes? And, if she does make the choice, will she find cause to celebrate or to regret? For the answers to those questions and others, read on for the next chapter and don't forget to let me know what you thought of this one.


	3. Never Said Forever

"Marvel: Tomorrow Ultimatum"

Chapter 3: "Never Said Forever"

Disclaimer: While many of the characters themselves might belong to me, the character archetypes on which they are based belong to Marvel Comics. Furthermore, I make no actual monetary profit from this story, nor does Marvel Comics compensate me in other ways (like free issues of Amazing Spider-Girl; save Spider-Girl, damn it). However, I am not doing this for any compensation other than the satisfaction of knowing I've written a story that makes people interested.

Author's note: Sorry for leaving you guys hanging, but I needed some time to get it together. Anyway, I'm back, and it's time for the third installment of this latest volume of Marvel: Tomorrow. The Midnight Daughters and Fearless and Arachne will be teaming up, but will the enemy they face be too powerful for even their combined forces? Probably not, but it never hurts to be careful. On with the story.

* * *

Ghost Rider tore down the streets of New York City on her hellish motorcycle, growling lowly in whatever passed for a throat with her. Pulling a 180-degree turn, she faced the razorbiker who was following her with a warning. _**"Stay out of this, mortal. This battle is not the kind for you to get involved in."**_

The razorbiker, none other than the masked defender of Hell's Kitchen known as Fearless, stared at Ghost Rider. "No dice. I still remember what happened the last time you haunted these streets."

Her companion Pale Rider, engulfed in blue flame, looked at Ghost Rider. **"****You **_**know**_** this idiot girl?"**

"_**We had an encounter,"**_ Ghost Rider answered. _**"She was both a help and a hindrance. Along with her arachnid companion."**_

At that moment, said "arachnid companion," dressed in a Halloween facsimile of the original Spider-Man's costume, peered over Fearless' shoulder. "Whatever you're here for, you'd best let us tag along. Not like you'll shake us, and even if you could, you'd lose valuable time."

". . . She has a point," the Masked Rider, garbed in charcoal black armor, growled.

"Maybe, but you think those two little girls can handle it?" Phantom Rider, dressed like a biker cowgirl, asked.

"I'd watch who you call little girls," Fearless sniped.

The ruby-skinned brunette, Crimson Rider, took in hissing breaths. "That girl's aura . . . it smells of power . . . can I . . . ?"

The chalk-skinned brunette beside her, Nocturne Rider, gave her a warning look. "Hold it in . . ."

"What do you want here?" Fearless asked.

"We're stopping the end of the world as you know it," Nocturne Rider replied. "Again."

"'Again'?" Arachne echoed. "Oh, right. The imminent end of the world is never too far away."

"_**We don't have time for chatter,"**_ Ghost Rider growled, pulling another 180-degree turn and resuming her hellfire-marked ride. The Pale Rider followed, her own path marked by unnatural blue fire. The other four Midnight Daughters followed the two fiery riders, and Fearless and Arachne followed them.

"So what are we up against?" Fearless asked.

"**Chthon,"** Pale Rider replied curtly.

"I read up on that guy," Arachne piped up. "According to the legend, he was supposed to be some kind of fallen god or something like that. I've heard of fallen angels, but I've never really heard of fallen gods."'

"Gods are no less subject to 'human' failings than humans themselves," Masked Rider answered. "Those who fall too hard, too swiftly . . . Chthon is the exemplar of what befalls them."

"You kinda remind me of someone," Arachne remarked. "Some kind of superhero I've seen on TV. Rode a bike, wore a mask, fought evil, that sort of thing."

Pale Rider growled. **"Quit it. We have no time for talk."**

"Grouchy much?" Arachne shot back.

"Hey, hey, can it!" Phantom Rider snarled. "Just because she's annoying doesn't mean we can kill her." She muttered to herself, "At least not so long as being annoying isn't a capital offense."

"Chthon . . ." Fearless repeated. Before she could voice her question, a giant SHRU hovercraft made itself known with a broadcasted threat to the superhuman bikers.

"_Attention, unregistered superhumans! It is advised that you stop your vehicles and surrender peacefully and quietly! We do not wish to use force to affect your surrender, but we will use as much as necessary if you do not surrender of your own volition!__"_

"Some things never change," Fearless muttered.

"_**Idiot mortals,"**_ Ghost Rider muttered, before cranking the throttle of her motorcycle and speeding up further, becoming little more than a fiery blur. Pale Rider sped up alongside Ghost Rider, and the other four Midnight Daughters raced to catch up with them, with Fearless and Arachne trailing behind.

"_That was your singular warning! Sentinel drones, deploy now!__"_

From the massive hovercraft came roughly 50 Sentinel wardrones, which upon deployment fired up the jet thrusters on their boots and gloves and pursued the superhuman motorcyclists at high speed. This did not go unnoticed by any of them, as Phantom Rider performed a 90-degree turn and shot hellfire bullets at the Sentinel drones. The hellfire bullets, due to their supernatural properties, pierced the armored shells of the Sentinel drones and burned them from the inside until they combusted. The Masked Rider turned around and rode at the Sentinel drones, jumping off her motorcycle and striking one in the chest with a rising flying kick. The Sentinel drone crumpled around her foot and upon release crashed into several other drones, which were all shot down by Phantom Rider.

The Masked Rider landed on her motorcycle and rode alongside her fellow Midnight Daughters again. The Crimson Rider launched herself off her motorcycle and slashed at the Sentinel drones with her telekinetic blades. While the Sentinel drones were very agile flyers, they weren't necessarily agile enough to escape the berserker rage Crimson Rider was entering. She sliced them apart with telekinetic blades on her arms and with one final swing of those blades she flew back onto her motorcycle and resumed her ride.

With a roaring battle cry, the two-tailed spirit feline escaped from its cage within Pale Rider's body and ripped through the Sentinel drones. Pale Rider lunged through the spirit feline, absorbing its blue fires and channeling them into a violent outburst that destroyed the remaining Sentinel drones. Once the smoky wisps remaining from the explosion faded to nothing, Pale Rider dropped onto her motorcycle and rode again.

The whole time, Fearless and Arachne had been watching with something akin to dread on their masked faces. If it hadn't been clear to them before, it was clear now; they were not dealing with anything that could be considered "human." They silently thanked their lucky stars that for now, the Midnight Daughters did not see fit to turn that wicked power upon them. Of course, they quickly reminded themselves that this Chthon was certainly a worse monster than what they had allied themselves with and that these "monsters" at least seemed intent on doing something that could be considered the "right" thing.

"What does Chthon want?" Arachne asked.

"Access to our world so that he can conquer it, like any demon worth his salt," Phantom Rider replied.

"How does he expect to get it?" Arachne wondered.

"The Darkhold," Phantom Rider answered. "If we can seal it away and keep it that way, we can stop him from ever entering our world again, in any form."

"Why not destroy it?" Fearless asked.

"The parchment on which the Darkhold is written is indestructible to all known forms of science and magic," Nocturne Rider replied. "Possibly the only thing that could destroy it is the same chaos magic that created it, but . . . none of us have access to chaos magic and even if we did, the power has very, very nasty psychological effects on its user. Those history books ever tell you about Scarlet Witch's little freak-out that nearly eradicated mutants?"

"You're saying the Scarlet Witch was a chaos mage?" Arachne asked.

"Exactly," Nocturne Rider confirmed. "Huh, you learn something new every day, don't you?"

Ghost Rider snarled. _**"Decoys again . . . decoys."**_

"Again?" Masked Rider asked.

"**Five different locations,"** Pale Rider answered. **"They're playing it smart this time, forcing us to split up."**

"There's six of us," Phantom Rider brought up. "One for each of them, plus one more."

"You mean _eight,_" Arachne sniped.

"Sorry," Phantom Rider remarked. "Guess I forgot. What are we gonna do with you crazy kids, anyway?"

"Fearless can go with Masked Rider," Nocturne Rider suggested. "The spider-girl will be coming with me and Crimson Rider."

"It's Arachne."

"Sure," Nocturne Rider assented.

"Why are you splitting us up?" Arachne asked.

"Because, lover girl, you two might simply prioritize each other over the mission," Nocturne Rider replied. "Can't have that."

Arachne scoffed. "You don't know us that well, do you?"

"Come on, schoolgirl lesbians in the throes of first love? Not necessarily big on objectivity."

"We're superheroes."

"And that's your problem. You're clinging to a long dead ideal that was worthless in the first place. All you're going to do is get yourselves killed in the long run. But if you insist . . ."

Arachne simply carefully squeezed Fearless' shoulder and jumped off her razorbike, flipping onto the back of Nocturne Rider's motorcycle. "You'll eat those words."

"Sure," Nocturne Rider scoffed.

* * *

The Midnight Daughters split up, with Ghost Rider, Pale Rider and Phantom Rider going in three separate directions, Fearless following Masked Rider, and Crimson Rider following Nocturne Rider and Arachne. Ghost Rider and Pale Rider could feel the dark power that they were soon to confront, weaker than its zenith but intimidating to the point of suffocation for lesser beings. Phantom Rider rode down the path to her destination, consuming the dread that was welling up inside her. Fearless and the Masked Rider went down their route, Fearless smelling something almost _toxic_ in the air the further she and the Masked Rider went. As for Arachne, she clung unconsciously to Nocturne Rider, something inside her recoiling at the warped energy she could sense.

"It's ok if you're scared," Nocturne Rider murmured, her voice strangely not mocking for once. "We were all scared once. You just have to kill the fear."

Nocturne, Crimson, and Arachne ultimately made their way to a desolate mansion, which was surrounded by shadowy creatures known as Darkwraiths. "And just what the hell are those things?" Arachne asked.

"Darkwraiths," Crimson replied. "The earthly avatars of Chthon's power. Since Chthon himself can't come into this plane in all his glory, he sends minions through the dimensional barriers to goad his human servants along. They're not exactly all that powerful, but they'd slaughter your run-of-the-mill human."

"So whoever's really in charge, or so they think, is inside?" Arachne mused.

"Probably," Nocturne replied, getting off her motorcycle and drawing her claymore blade.

The Darkwraiths immediately swarmed the three women, only for Nocturne to start slicing them apart with her claymore. Crimson simply extended her psychokinetic blades and dived into the mass of shadow menaces, tearing through them with her mind and with her sheer physical strength. Arachne dodged the Darkwraiths when she wasn't striking them down, but unlike her companions she had no way of killing them. Just as one Darkwraith was about to attack her, four astral spider legs emerged from her back and speared it, causing it to disintegrate.

"How . . . ?"

"Don't just stand there!" Crimson yelled. "Fight!"

Arachne shook her head to clear out the fog and leaped into the air, coming down with a hard knee to the head of one of the Darkwraiths. She flipped off that Darkwraith and slammed the heel of her foot onto the head of another Darkwraith. With a vicious 180-degree spin, she impaled four Darkwraiths on each of her astral spider legs, disintegrating them as well. She blocked another Darkwraith's attack with a thrust of her elbow, which simultaneously penetrated its head, and then thrust her knee up into the midsection of yet another Darkwraith.

Crimson and Nocturne stood back to back, guarding each other from the oncoming Darkwraiths. Crimson somersaulted into the air and landed on Nocturne's cupped hands, which pushed her into a spinning slicing attack with her telekinetic blades. Nocturne drew her claymore again and cut down a slew of Darkwraiths with it, while Crimson massacred even more Darkwraiths. The two Midnight Daughters came together and sped through the Darkwraiths while weaving out of the way of Arachne's astral spider legs, which were impaling Darkwraiths with almost crazed abandon.

"Is this all?" Arachne wondered, her tone raspier than normal.

"I understand how you feel," Crimson spoke. "I, too, lust for good sport."

"But we have things to do," Nocturne added. "And those things concern whatever is inside that mansion."

Arachne sped toward the door to the mansion and kicked it down, springing inside to find herself immediately confronting a mass of lesser devils spawned from Chthon's realm. When Nocturne and Crimson entered, they saw Arachne dodging the lesser devils and dispatching them just as viciously as she had the Darkwraiths. Seeing no reason not to join her, the two Midnight Daughters cut through the lesser devils with their swords.

* * *

Elsewhere, Ghost Rider and Pale Rider were battling the more human thralls of the Darkhold. Red hellfire and blue hellfire ripped through them, burning out Chthon's influence and leaving the former thralls catatonic but alive. Of course, those who resisted the "cleansing" ended up almost entirely spiritually hollowed out. Ghost Rider's human half might have cared, but the Rider could not find it in herself to pity those who had surrendered themselves to Chthon.

Ghost Rider snapped her chain apart and the links flew everywhere in a storm of hellfire-charged flechettes that struck like bullets. When the chain reassembled and returned to her, the "corpses" of the Darkhold thralls lay before her, unmoving . . . until they started getting up. Ghost Rider charged her chain with hellfire and lashed at the Darkhold thralls with it as though it were a whip. Finally, she ensnared one of the Darkhold thralls and channeled the hellfire through her chain to burn the Chthonian taint from her.

Meanwhile, Pale Rider unleashed the raging feline spirit within her and it charged through the Darkhold thralls, slashing them with its claws. The two-tailed feline spirit remerged with Pale Rider, whose aura now blazed a fiery blue as she jumped onto her motorcycle and ran through the Darkhold thralls. Spinning on her front wheel, she struck them down with the burning back wheel of her motorcycle and finished by transforming herself and her motorcycle into a blue sphere of hellfire that tore through the remaining thralls.

"**Is this all?"** she wondered.

"_**No,"**_ Ghost Rider answered. _**"We must gather the others as quickly as possible. Chthon's scheme is more layered than this."**_ She got on her motorcycle and, together with Pale Rider, rode away from the devastation they had caused.

* * *

As Ghost Rider and Pale Rider made their charge, Fearless and Masked Rider were battling Darkhold soldiers. Fearless lashed out with her energy chain-blades from her batons, cutting through the Darkhold soldiers. Masked Rider simply waded through the Darkhold soldiers, making her way by kicking them in between every step she took. When the Darkhold soldiers attempted to attack her, the Masked Rider blocked those attacks with her legs and retaliated with brutal kicks that knocked them down.

She jumped into the air and came down kicking a Darkhold soldier with both feet. She flipped off that Darkhold soldier and kicked off another, twisting in midair to kick another, and another, and another, and another. The coup de grace came when she performed a sideways corkscrew kick that practically caved in the chest of a Darkhold soldier.

"Are these still human beings?" Fearless asked.

"They're lost to Chthon," the Masked Rider replied tersely. "Forget them. Do what you have to."

Reluctantly, but no less fiercely, did Fearless cut down the Darkhold soldiers with her chain-blades. She combined her batons into one staff and extended the energy blades on both, spinning with the dual-bladed staff to take down as many Darkhold soldiers as possible. At one point, she stabbed one end into the ground and used the staff to pole-vault into a kick to another Darkhold soldier, before pulling the staff out and swinging it to cut down more Darkhold soldiers. On a whim, she ran toward the Masked Rider and vaulted off her shoulders to impale a Darkhold soldier with her separated energy blades.

"You're surprisingly vicious for someone who was worried about their lives just a short time ago," Masked Rider remarked.

"Old habits," Fearless answered, smelling two different varieties of brimstone. At that moment, Ghost Rider and Pale Rider arrived in front of her and Masked Rider, trailing red and blue hellfire respectively.

"_**Time to go,"**_ Ghost Rider snarled.

"Go where?" Fearless asked.

"_**Chthon's plan was to divide us,"**_ Ghost Rider answered. _**"We must regroup, if we are to stand a chance."**_ She and Pale Rider immediately rode away, leaving Fearless and Masked Rider to get on their own motorcycles and follow them.

* * *

As the Midnight Daughters and Fearless sped to find the rest of their number, Phantom Rider was having herself a jolly time shooting up Darkhold devils with her guns, which were firing hellfire bullets. She dodged their assaults with lightning reflexes and shot them down with deadeye aim. When one Darkhold devil charged her with his arm extended to impale her, Phantom Rider jumped onto that arm and spun on the foot she was using to ground herself to kick him in the head with the other. Flipping off him, she fired a hellfire bullet into his head.

Landing on her feet, Phantom Rider spread her arms out and performed a 360-degree spin, firing her guns as she did. By the time she returned to her original position, Darkhold devils were lying dead all around her, the hellfire bullets having incinerated their insides. "Huh. Job well done, I suppose."

Just as she was about to get on her motorcycle and ride away, she spotted Ghost Rider, Masked Rider, Pale Rider, and Fearless riding toward her. "Hey, what's the deal?" she asked.

"**Chthon! His plan was to divide us all along!"** Pale Rider shouted. **"Hurry up and follow us!"**

"Sure," Phantom Rider answered, getting on her chopper and speeding up to the other three Midnight Daughters and Fearless. "But what does he get from splitting us up?"

"**Distraction,"** Pale Rider replied.

"Why would he do that?" Phantom Rider asked.

"**To blind us to what he really wants,"** Pale Rider replied.

"And just what does he really want?" Phantom Rider inquired.

"Have you ever heard of totems?" Masked Rider asked.

"You mean those Native American totem poles?" Phantom Rider surmised.

"Not quite," Masked Rider corrected. "No, the totems I'm talking about are animal spirits. Every so often, someone is born who possesses a unique connection to a particular animal spirit. If that person learns to synchronize with the animal spirit within them, they can wield great power, both physical and spiritual. We have cause to believe that he is after a particularly strong totemic spirit."

"And who would that be?" Phantom Rider asked.

"She's been among us all along," Masked Rider replied grimly. "But now she is apart from us. If we're lucky, Nocturne and Crimson will shelter her. If we aren't . . ."

* * *

Back at the mansion, Arachne, Nocturne Rider, and Crimson Rider were battling the Devilwraiths. Nocturne stabbed and sliced Devilwraiths with her claymore, while Crimson put her psychic and physical strength to brutal use. Arachne continued her deadly dance, knees, elbows, and fists viciously impacting the Devilwraiths when she couldn't reach them with her astral spider legs. Dodging the assault of a particularly murderous Devilwraith, she twisted in the air and impaled him with all four of her spider legs. With a vicious toss, she threw him into several other Devilwraiths.

Crimson Rider glided above the ground, "sliding" into a telekinetically reinforced punch that ripped through a Devilwraith's chest. Pulling her fist out, she flipped over the Devilwraith and threw herself into a flying kick that caught another Devilwraith that was trying to attack Arachne. She extended a telekinetic blade and swung it with inhuman speed and precision, killing six Devilwraiths.

"Thanks," Arachne rasped out, sweeping her leg out to take down another Devilwraith.

"Don't mention it," Crimson murmured. "Seriously. Don't."

Arachne ran up a wall, turning in mid-run and kicking off the wall to strike down several Devilwraiths. Her astral spider legs sprung out from her back and speared four more Devilwraiths, just before she jump-kicked another Devilwraith. She grabbed a Devilwraith by the head and slammed it down while flipping over it to scissor-kick two more. Landing on her hands in a back-flip, Arachne positioned herself on her widespread feet in a quasi-crouch, ready to attack.

At that moment, the other Midnight Daughters and Fearless entered the mansion, signaling their arrival with a flechette storm of hellfire-charged chain links and the attack of a burning two-tailed cat spirit. Masked Rider threw herself into a series of ricocheting flying kicks, taking down several more Devilwraiths. Phantom Rider fired her guns in what seemed to be a ballet of hellfire bullets. Fearless extended chain blades from her batons and sliced through the Devilwraiths with an eerie grace.

Finally, there was only one Devilwraith left, and it was surprisingly small, slender, and sleek. Its features were rather smooth and angular, instead of the demoniac fierceness usually seen in Devilwraiths. It almost seemed . . . womanly, for lack of a better term. It certainly would look harmless to an outside observer, if not for the aura of sheer evil that emanated from the creature.

"Yeah, definitely final boss material," Arachne remarked.

Phantom Rider looked at Arachne curiously, prompting the red-and-blue-costumed girl to explain. "In a lot of modern RPGs, the final enemy is never some big, hulking monster that's easy to feel justified in killing because it's huge and ugly. No, a lot of the final enemies are quite . . . dainty-looking. Doesn't make them any less dangerous; hell, they're more dangerous because they look so harmless, since you underestimate them."

"Smart," Phantom Rider remarked. "You're annoying as hell, but you got a working brain."

"Gee, thanks," Arachne answered.

The Devilwraith Boss seemed to vanish, and seconds later, the Midnight Daughters, Fearless, and Arachne had all been taken down. "What the hell?!" Nocturne Rider yelled. "How did it move that fast?!"

"It did," Fearless groaned. "Even I couldn't see it move."

"Where did it go?" Crimson Rider asked. "Hah. Screw that. Wherever it went, I'm going to find it and kill it."

"I think . . . I know . . . where it went," Arachne groaned.

"What do you mean?" Fearless asked.

Masked Rider glared at Arachne. "It's still here, isn't it?"

* * *

"Y-yeah . . ." Arachne replied. "It's still here . . ." She lifted one of her hands, which was now covered in leathery black hide with long, sharp crimson nails extending from the fingertips. "It's here . . . in me . . ." She lifted her other hand, which was in the same condition as the hand she had lifted previously. "Isn't it beautiful . . . ?" She reached up and sliced her mask off, revealing that her hair had turned snow white and six more eyes had grown on her forehead, four in the center and two directly above her original eyes. All eight of those eyes now glowed a malevolent violet . . . and her lower body was shifting, growing more spiderlike . . .

"Audrey . . ." Fearless murmured, horrified.

With surprising alacrity considering the lower half of her body was now a giant spider, the possessed Arachne attacked the Midnight Daughters and Fearless. Phantom Rider shot at her, but Arachne Mode Gone caught the hellfire bullets with her nails and flicked them back at the Midnight Daughters. Phantom Rider was caught in the bicep by one of the bullets, while Masked Rider's armor thankfully deflected hers. Pale Rider lunged at Arachne Mode Gone with blue hellfire surrounding her, but Arachne Mode Gone caught Pale Rider's arm and broke it.

Ghost Rider roared in fury. _**"I'm going to burn you out of her, demon."**_

"Pot calling the kettle black, don't you think?" Arachne Mode Gone mocked.

Ghost Rider lashed out with her chain, only for Arachne Mode Gone's superior reflexes to enable her to catch the chain and yank Ghost Rider toward her. Arachne Mode Gone thrust her other hand into Ghost Rider's midsection, her claws piercing the hellfire that practically composed her skin. That turned out to be a bad move on her part, as her hand was on fire when she withdrew it. That hand reverted to a normal human hand, signaling that the Devilwraith Boss no longer had complete control of Arachne.

Arachne Mode Gone threw Ghost Rider aside, just as her reverted hand grabbed her throat and began to squeeze. "What . . . do you . . . think you're doing?"

Another voice answered. "_Not letting you have my body! Not letting you use my power to hurt the people I love!_"

"You miserable . . ."

"_Oh, shut up._"

Arachne Mode Gone grabbed the hand that was choking her with her still-transformed hand, trying to pull it off her throat. The human-looking hand squeezed harder on Arachne Mode Gone's throat. At that moment, Pale Rider lunged at Arachne Mode Gone, who extended her transformed hand to deflect her attack. Unfortunately for her, Pale Rider grabbed her transformed hand and injected it with a generous amount of blue hellfire. Arachne Mode Gone screamed with rage and threw Pale Rider off her. It was too late, though, as that hand also reverted to its former human state.

"_Get . . . the f#$% out . . . of MY BODY!_"

She squeezed her throat harder with one hand and slammed her stomach brutally with the elbow of her other arm. "What do you think this will accomplish, stupid girl?"

"_Stopping you._"

She suddenly collapsed to the ground, her spiderlike lower body unable to hold her up any longer. Her multiple legs began to meld into two long, leanly muscled legs and her thorax began to shrink down into what an onlooker would easily recognize as a toned, muscled feminine backside. "You . . . you're not . . . going to be . . ."

"_You think? Idiot._"

"Damn you. I will . . . I will . . ."

"You won't," Fearless whispered in her ear. "We won't let you."

Black goop spilled out of Arachne's mouth, while her darkening hair obscured her face. The goop writhed and bubbled, but twin blasts of red and blue hellfire struck it, incinerating it. Arachne jumped back, the motion throwing her hair back and revealing that her eyes were normal again, in both number and color. Fearless caught her, wrapping her arms around the younger girl's midsection.

"It's ok now," she whispered. "I got you."

"Thanks," Arachne whispered.

"Unless you wanna go out bare-assed," Phantom Rider called out, "you might wanna find some pants."

Arachne and Fearless looked down, just as they realized that Arachne's Chthonian transformation had ripped apart the lower half of her costume. Arachne sighed sadly. "And I really liked that costume, too . . ."

* * *

End Notes: Sometimes, it's good to end on a somewhat humorous note after a particularly intense outing. Then again, I'm sure a lot of you won't find this ending "funny," and some of you will even find it perverted. On the latter, it's not supposed to be perverted; if this was an actual comic book, she would only be drawn from the waist up and thighs down, with everything in between obscured. Might not be able to stop the artist from some "suggestive" angles, but there is no intent toward perversion here and I am sorry if I give off that impression.

Well, this story won't be quite a standalone in Marvel: Tomorrow Ultimatum. Chthon isn't done with the Midnight Daughters, or with the world at large, and you will see that fully manifest in the final arc of this particular volume. Can anyone say . . . Chthonian virus?

See you next time, and Happy New Year!


	4. To Begin Life Anew

"Marvel: Tomorrow Ultimatum"

Chapter 4: "To Begin Life Anew"

Disclaimer: Many of the characters depicted here may be mine, but the universe they inhabit is an extrapolation of the potential future of the universe depicted in comics published by Marvel Comics based on current trends within those comics, i.e. Civil War, the end of Secret Invasion, and the upcoming Dark Reign. In other words, Marvel is to credit (and blame) for the general setting and overarching ideas, but how those ideas play out and the characters that develop here are mine.

Author's note: In case you were confused as to what was going on in the last chapter, I'll explain it. The power of the totemic spider spirit exists in Audrey as a result of her gaining spider-powers from Peter Parker's DNA. As Peter Parker is still alive in this time and there are others with similar abilities – Archaeida, Black Tarantula, Tarantula, Avengers Spider-Man, Callisto – there will be certain consequences concerning the spider totem. Can anyone say . . . "there can only be one"?

Furthermore, Chthon isn't through with the world at large just yet. His brief possession of Audrey will be dealt with in future chapters, and the final chapters of this volume will also deal with the return of another longtime foe of Marvel's heroes, a foe that will not be so easily defeated and not so easily detected. In the meantime, I will be kicking into gear the next arc of this volume, starting now.

* * *

Nocturne Rider removed her coat and tossed it to Arachne. "You can cover yourself up. At least I know you're all natural down there."

Arachne gratefully took the coat and wrapped it around her midsection like a skirt. "Thanks." Her blush evinced just how embarrassed she was.

"Look at it this way," Phantom Rider commented. "At least it's just us girls."

"What do we do now?" Fearless asked.

"You go back to your lives and we go back to ours," Masked Rider answered. "While your help won't go unappreciated, this sort of thing happens to be our specialty. Chthon won't quit, and we need to regroup so we can be ready to deal with him when he resurfaces."

"Sure . . ." Arachne murmured sardonically. "You've had your fun, and now you don't want us in the same room as you. That hurts. That really hurts."

"Don't take it so personally," Crimson Rider hissed. "Besides, you're a little too sweet for this." A second later, she was behind Arachne and licking the younger girl's cheek. "Yes. _Too_ sweet, indeed."

"What the hell?!" Arachne exclaimed.

"**Atacante,"** Pale Rider whispered. **"Control yourself."**

Crimson Rider moved away from Arachne like a puppy that had just been caught "playing" too roughly with the neighbor's dog. "She smells nice . . ."

"_**Carnal desires can wait,"**_ Ghost Rider snarled to Crimson Rider as the Midnight Daughters, Arachne, and Fearless stepped out of the desolate mansion and headed toward their motorcycles. She turned to Arachne. _**"Did you enjoy my performance that day?"**_

"Your performance?" Arachne echoed. She blinked for a few seconds, before realization dawned. "Charlotte Blaze!?!"

Ghost Rider nodded. _**"Yes. Charlie Blaze and I are linked. But she is not me and I am not her. We merely coexist, like you and your predator self . . . Audrey."**_

The Midnight Daughters straddled their motorcycles and placed their feet on the rests. Phantom Rider looked back at Arachne and Fearless. "For the record, you two don't totally suck." With that, the Midnight Daughters rode off into the night, heading for further nighttime adventures.

"So . . . you probably want me to take you home, right?" Fearless surmised.

"Can you take me back to your place first?" Arachne requested. "I'm going to need something to wear when I actually get home."

Fearless unsealed her mask from her face, revealing Karin Kusanagi to Audrey Hopkins. She gave the mask to Audrey. "You'll need this more than I do."

"What about you?"

"I have a face-scrambler," Karin replied. "Nobody's going to know who Fearless is."

Audrey put on Karin's mask. "Then let's go."

* * *

When they made it to Karin's apartment complex, the girls used the secret entrance to slip inside Karin's apartment unnoticed. "I got some old clothes stashed somewhere. They're a little too small for me now, but they ought to fit you."

"Thanks," Audrey answered.

Karin went into another room and came back with a set of clothes for Audrey. "Here you go."

"Thanks," Audrey replied and removed the coat she was wearing like a skirt, along with the top of her ruined Spider-Man costume. She put on the pants first, a pair of red motorcycle leathers with yellow V-shaped arrows running along the sides. She put on the top next, a red motorcycle vest with a yellow V-shape across the chest, and zipped it up. "You have any shoes?"

"Sure," Karin answered, retrieving a pair of steel-toed boots for Audrey, who gratefully put them on and fastened the buckles. Now that she thought about it, the cool reds complemented her lover's creamy skin quite well, and that eye shadow she'd started wearing looked good on her, too. Wait. Eye shadow? "Since when did you start wearing makeup?"

"Since Venom was killed," Audrey replied. "When I confronted the Hate-Monger again, he had a symbiote of his own, some kind of quasi-sentient antiviral system, and he used it to counter Venom. She separated from me to save me from being killed by him, too, and . . . that's when I started tapping my 'inner predator,' as it was. The pale skin and 'makeup' are just her mark."

"Ok . . ." Karin said. "Is there anything else you'd like to tell me?"

"Yes," Audrey admitted. "My family and I checked out a school earlier today. The Claremont-Gruenwald Academy. Heard of it?"

"Yeah. It's like the Xavier Institute in its heyday, only they're trying to help super-powered kids lead normal lives. Why'd they take you there?"

"They know about my powers, and what I've been doing since I got them. They're worried for me."

"Is that what you want? 'Cause if it is, I'm with you all the way. If it isn't, I'm with you all the way. Either way, I'm with you to the end."

Audrey smiled and squeezed Karin's shoulder. "Thanks. Knowing that makes me feel a lot better about my decision."

"Just one thing worries me."

"What?"

"The Academy's goal is to keep its student body out of the clutches of the Initiative. Something like, 'Not everybody with powers needs to be a state super-agent.' My worry is . . . even if the Initiative agrees to keep its hands off the student body, what do they get in return?"

"That's an interesting question," Audrey admitted. "I suppose I'll have to keep my eye out when I go there."

"Let me guess, year-round schooling?" Karin guessed.

"Yeah, although the schedule sets it up so that every month the students get an entire week off, and twice that for holiday or seasonal breaks, so we can spend time with our families. At least, those of us who still have families."

"Sounds nice."

"You mind if I spend the night with you? I had a bit of a tiff with my dad and . . . I just wanna have one last night with you before I start."

"What was it about?" Karin inquired. "The tiff, I mean."

"He was kind of insensitive about the issue of people with powers and the controls placed on them. He said that, in the wake of that invasion, maybe those controls were there for a reason. It just . . . it just offended me, because how many of those controls were actually there for public protection and how many of those controls were there because the government wanted to make everybody with powers into a personal killing machine?"

"Yeah, but I can understand why he'd say something like that. That invasion showed a lot of people just how vulnerable they really were. When people get scared, they want someone to reassure them that they're gonna be ok, that the bad people aren't going to be able to get at them. A lot of things are done in the name of safety, many of them not necessarily nice or even good things.

"But most of them aren't bad people. They aren't even amoral people. They're just scared people, doing what they think they have to do to protect themselves. And some people, who really are evil, who really are amoral, take advantage of those people. Like Gyrich, and may that son of a bitch rot in hell."

"He's dead?" Audrey asked.

"Yeah," Karin confirmed. "When the invasion happened, Thunderbolts Mountain was hit. Hardly anybody survived. Gyrich was one of the unlucky ones."

Audrey let out a breath she hadn't even been aware she was holding. "That's . . . I hate to say it, but that's good."

Karin looked at Audrey questioningly, prompting the younger girl to explain herself. "He knew who I was. He figured me out. With him and the Thunderbolts gone, my secret's safe."

"That is good news," Karin admitted. "But that's probably not the end of it."

"You mean, what's going to rise from the Thunderbolts' ashes?" Audrey inferred.

"Yeah. Even if President Cooper wants to reform the Initiative, the dark side of operations like that don't fade away so easily."

Audrey sighed. "I better call my parents. Just to let them know I'm all right."

"Phone's that way," Karin offered, pointing out the phone.

Audrey went to it and dialed up her parents' number. It didn't take long for Mr. Hopkins to answer. _"Hello?"_

"It's me, Dad, Audrey."

"_Audrey? You doing all right, kiddo?"_

"Yeah. Had a bit of adventure while I was out, but I'm all right. I'm at Karin's place now. Would it be ok with you if I stayed with her for the night?"

"_As long as you come home in the morning. And don't let Karin pull any funny business with you."_

Audrey giggled. "Dad. You're forgetting who you're talking to."

"_Am not. You're still an innocent girl, no matter how 'badass' you think you are."_

Audrey heard a low whistle from Karin, and smiled. "I'll be all right. Karin takes good care of me."

"_I'm sure of that. Seriously, I am."_

"Thanks."

"_You're welcome. Just come home in the morning. I'll tell your mom and sister where you are."_

"Thanks, Dad. Love you."

"_Love you, too, kiddo. And . . . I'm sorry. About . . . what I said before."_

"It's ok, Dad. Tell Mom and Kaye I said good night."

"_Sure. Good night."_ The phone call ended, and Audrey turned to Karin.

"I have his approval."

"So long as I don't pull any 'funny business,' right?" Karin drawled.

"Yeah," Audrey replied with an impish smirk.

"Then I'll just have to sleep on the couch," Karin concluded sardonically. "After all, if you and I were to sleep in the same bed . . . who knows what I might do to you in your sleep?"

"I think it's yourself you have to worry about," Audrey answered, the impish smirk still on her face. "I've got needs, you know." She sauntered toward Karin, as though challenging the older girl to do something.

"I'm not some helpless virgin," Karin said. "I can handle myself around you."

"Really? And just who couldn't get enough the last time?"

"I hadn't seen you in forever. I have a right to want to reacquaint myself with my girlfriend as long as possible."

Audrey chuckled, a smooth, melodious noise. "Point."

"Just . . . promise me you won't leave like that again, ok?"

"Ok. I promise."

"Good," Karin said.

* * *

One week later, Audrey carried the last of her bags into her room in the co-ed dormitory of the Claremont-Gruenwald Academy. "When's your roommate showing?" Kaye asked.

"Right here," a voice responded, prompting Kaye and Audrey to turn and see a blonde girl with her own bags. One was a duffel bag slung over her shoulders, while another was a wheeled case with the retractable handle pulled up and in her hand, and the third was a large gym bag held in her other hand by both straps. "Hi. You're the new girl?"

"Yeah . . . yeah, I am," Audrey confirmed. "I'm your roommate, Audrey."

"Noelle," the blonde replied. "Nice to meet you."

"Well, don't just stand there," Kaye said. "It's your room, too. Come on in."

Noelle entered the room and put down her bags before proceeding to unpack them. "Mind if I help you with those?" Audrey asked, starting to move closer to Noelle.

"Thanks, but no, I'm ok," Noelle answered.

"Ok, then," Audrey conceded, not willing to press the issue.

After the roommates-to-be finished unpacking their bags and setting up their beds and dressers and desks, Noelle turned to Audrey and asked, "Did you bring a TV?"

"Uh, yeah," Audrey replied.

Noelle sighed in relief. "Thanks. I forgot to bring mine."

"I thought only one of us needed to bring a TV."

"Yeah. Which is why I'm happy you remembered, or else we wouldn't have any entertainment in here."

Audrey chuckled. "I guess you're right, there."

After Audrey brought in the flat-panel television set, complete with remote control and cable connection, she and Noelle sat down on their respective beds, Kaye having bid the girls farewell. "So . . . what's your power?" Noelle asked.

"Spider-style," Audrey replied.

"You mean . . . like Spider-Man?"

"Yeah." Audrey took off her shoes and climbed up the wall until she had reached the corner of the ceiling and the wall. She turned around, contorting herself within that corner, and smiled down at Noelle. "Pretty cool, huh?"

"Yeah," Noelle admitted.

"Your turn," Audrey said. "What can you do?"

Noelle walked over to her desk and lifted it and all its contents over her head. After about a minute of holding the desk up, she put it back down. "You like?"

"Not bad." Audrey flipped back onto her feet and rested on her bed once more.

"What's your story?" Noelle asked.

"What do you mean?" Audrey asked.

"Like, how'd you get your powers? What made you come here?"

"I'll tell you when you tell me."

Noelle smirked. "And I'll tell you when you tell me."

"So it's agreed? We keep our origin stories to ourselves?" Audrey remarked.

"Might as well. Got no reason to spill to someone I don't know yet."

"Then we might as well get to know each other. What do you like to listen to when you're trying to sleep? Anybody you got a crush on?"

"The first one's fine, but you're getting a little personal with the second one."

"Why, I'm getting the feeling you don't trust me. That hurts, Noelle."

"Well, you don't trust me either, so we're even," Noelle answered impishly.

"I think I'm going to like having you for a roommate," Audrey remarked.

"Same," Noelle answered. "Anyway, I'm gonna stretch my legs. See if there's anybody cute around."

"Sure," Audrey said.

* * *

Noelle left the room and walked down the dormitory, passing doors that were either closed, ajar, or completely open. One of those open doors happened to contain a green-eyed teenager who was crafting sculptures out of a strange silk that he was spinning from his own body. Upon a closer look, the silk seemed to be spider webbing. . . . It was at that moment that the teenager looked up at Noelle and smiled.

"Like my art?"

"You call that art?" Noelle jibed.

"Yes," the boy replied evenly. "So who are you and what the hell are you doing outside my door?"

"Noelle Elric. You?"

"Castiel. Castiel Shinma," the boy answered.

"Castiel," Noelle repeated. "That's a strange name."

"It's mine," Castiel stated simply.

"So, that webbing . . . is that all you can do?"

"Nope. Spider-powers are funny like that; anything a spider can do, I can do the human-sized equivalent of."

"You might be interested to hear this. You're not the only one here with spider-powers."

"Really?" Castiel raised a single black eyebrow.

Noelle smiled slowly. "Really. It's a pretty cute girl, too."

"Why, Noelle, are you trying to set me up on a blind date?"

"If I was, I'd let you know. Besides, she's my roomie."

"Oh? Does that mean you're claiming her for yourself?" It was Castiel's turn to slowly smile.

Noelle looked at the spiderlike young man crossly. "It's not like that. Besides, I hardly know her."

"Hm. Then that means I can pursue her, right? She's free?"

"If you want to . . ." Noelle murmured hesitantly. "I'll see you later." She briskly walked away, leaving Castiel wondering what her deal was.

* * *

As Noelle walked, she wondered just what had gotten her so unsettled around Castiel. It was her other side, she mused to herself, that was trying to warn her of something, the same way it had tried to warn her when she'd encountered Audrey. Something wasn't right about either of the spider-powered teenagers, and it troubled her deeply.

While walking down the hall, she sensed other powers active in the dorm. Moving closer to where she sensed those powers, Noelle heard the sound of clanging metal, like swords clashing. She walked closer and closer, finding a door with bright blue light seeming to leak out of the cracks. Taking a deep breath and preparing herself for the worst, Noelle allowed her other side to fully emerge.

The transformation was nearly instantaneous. When it was over, a taller, more muscular, and more voluptuous blonde woman garbed in Asgardian battle armor stood where Noelle Mustang had once been. This woman was Hilde, one of the order of Asgardian war goddesses known as the Valkyries. With the sword Dragonfang at her side, Hilde opened the door and stepped inside to see a clash of powers not quite unlike anything she'd seen before.

There were two swordfighters clashing with each other. One was a tall, well-muscled redhead who seemed to be growing downy feathers from her skin and had a burning blue aura resembling a gargantuan bird of prey. The other was a smaller, lithe brunette who had a burning blue aura resembling a gargantuan serpent. Both girls' auras flowed into their swords, the redhead's sword being an unusually large broadsword and the brunette's sword being a more proportional longsword.

Hilde recognized the powers behind those two girls; the redhead was an inheritor of the Phoenix Force, and the brunette wielded the Snake Sword, Kusanagi. Hilde drew her own Dragonfang, ready to defend herself should the powers utilized in this match explode beyond the girls' control. As she watched, the two swordfighters rushed each other to strike the finishing blow. After they passed each other, they stood still, each of them having performed the final strike so fast that they were uncertain as to whether they'd gotten lucky or unlucky.

The answer seemed to come when the small brunette fell onto one knee. The tall redhead turned around to look at the brunette's quivering back . . . and then collapsed herself. Forcing herself onto her hands and knees, the redhead crawled toward the brunette. "Hope I didn't hurt you too badly . . ."

"Nothing I can't heal from, Jen," the brunette replied. "Are _you_ all right?"

"Yeah," Jen replied, helping the brunette onto her feet despite her own state.

"Not bad," a young man's voice remarked.

Jen, Hilde, and the smaller brunette looked to see a brown-haired boy leaning on the wall, his eyes suggesting that he'd been watching for some time. "And just what are you doing?" Jen asked.

"Nothing," the young man replied. "Just watching you spar. You both have excellent swordplay, by the way."

"Are you a student here?" Hilde inquired.

"Yes. Nate Whitman," the young man answered. He looked at Hilde appraisingly. "You look a little old to be a student here."

"I assure you, I am of age to be a student here," Hilde replied. "Or at least, my other self is. I'm considerably older."

Nate smiled. "You're an interesting woman . . . may I ask your name?"

"I will give you my name. Hilde."

"Hilde? Interesting name. Am I to assume that you are of Asgardian lineage?"

"Yes," Hilde acknowledged. She smiled. "Since there no longer seems to be any danger, I must retreat for now. I hope to see you again soon." The reversion was almost instantaneous. In place of Hilde, there now stood not-quite-ordinary-but-not-nearly-as-imposing Noelle Mustang, who smiled at the two girls and Nate. "Hi. My name's Noelle."

"I'm Jenette," the redhead replied.

"Ensa," the brunette answered.

"Nate," the young man introduced.

"Don't worry, Nate," Noelle said. "Hilde and I share experiences and memories. What she knows, I know. What I know, she knows."

"What's it like, sharing a body with a goddess?" Nate asked.

"It's an interesting experience, I can tell you that," Noelle answered. "But don't you think we ought to be returning to the dorms before we draw attention to ourselves?"

"Point," Jenette agreed.

"Suit yourselves," Nate remarked nonchalantly.

* * *

Meanwhile, Audrey was on the phone with Jenna back in the dorm room she shared with Noelle. "I'm sorry . . . for everything. For making you worry. For leaving you behind. For not telling you the truth about myself."

"_And what is the truth about you, Audrey?"_ Jenna asked.

"You free next weekend?" Audrey inquired.

"_Yeah, why?"_

"I'm going to come over and see you. And I'm going to tell you everything. You deserve to know."

"_Bet your cute ass I do."_

Audrey blushed, only to be knocked out of her haze by a knock on the door. "Mind if I call you tomorrow to let you know when I'll be coming?"

"_Sure thing. Take your sweet time."_

"Thanks, Jenna."

"_You're welcome, Audrey."_ Jenna hung up, freeing Audrey to answer the door.

"Who are you?"

The person on the other side of her doorway was a tall, well-muscled young man with purple-tinged black hair and violet eyes with strangely catlike pupils. Audrey craned her head to look at him, eyeing him with curiosity. There was just this strangely animalistic mystique about him, but tempered with a grace and serenity that one wouldn't immediately assume from someone of his appearance. As nervousness-inducing as his presence might have been, there was nothing genuinely frightful about him.

"Jamie," the young man replied. "Sorry. I got lost."

"I'm Audrey. Nice to meet you. You mind if I help you find your way? I mean, you probably know better than I do where you wanna go, but sometimes it's not safe to go out by yourself . . ."

Jamie chuckled. "You're an interesting girl, Audrey. I'd be happy to have you as my escort."

"Sure," Audrey said. "Let's go."

* * *

End Notes: There you have it, one story ends and another story begins. Who else will Audrey encounter in Claremont-Gruenwald Academy? What heroic or villainous legacies will present themselves in this school? How will Audrey navigate through a high school full of super-powered teenagers at once similar to and vastly different from her? Just what sorts of rigors will the teachers in this school subject her to? And what secrets could this school be hiding? For the answers to those questions and others, tune in next time and thank you for sticking around this long.


	5. Sisterhood of Fellow Travelers

"Marvel: Tomorrow Ultimatum"

Chapter 5: "Sisterhood of Fellow Travelers"

Disclaimer: The characters that appear here are largely based on character archetypes native to the universe depicted in comics published by Marvel Comics. Therefore, with the exception of characters canonically established by Marvel Comics, the characters here belong to me, but the universe they inhabit belongs to Marvel. Either way, I make no money from this story whatsoever and derive no other profit save for emotional satisfaction that someone is reading this.

Author's note: Never fear; just because Audrey is spending much of her time in school doesn't mean that there won't still be plenty of action. After all, the government isn't going to stop trying to control superhumans just because the president wants to be nicer; as real-world history will show, many decisions made by governments have never been made with the explicit or tacit approval or even knowledge of elected leaders. And there will always be a need for the anti-Initiative resistance forces, as well as possibly an overhaul of the Initiative itself. I will be taking the time to focus on and develop the other denizens of the Marvel: Tomorrow universe here, building them up for the final arc of this volume. Anyway, enough rambling from me; let's go.

* * *

Initiative director Don Pym, a blond man with an unusually metallic complexion, looked up from his desk at the woman standing before him. She was moderately tall, with a youthful face and a creamy pale complexion accented by the pinstriped black pantsuit she wore. Her black hair flowed down her back and framed her face in ebon ringlets, strangely rose pink eyes staring out from that face. Full, sensual pink-glossed lips slightly quirked upward, as though the woman was in a permanent state of self-amusement. A quadrilateral ruby gem hung from a necklace on her pale chest.

"Renko Shaw," Pym spoke. "I've heard good things about you."

Renko Shaw smiled. "Thank you. But that's not the point of this meeting, is it?"

"Thunderbolts Mountain being taken out was . . . if I may say, a blessing in disguise," Pym remarked.

"Why's that?" Shaw asked, raising her eyebrow.

"Frankly, the place was a black hole of iniquity," Pym answered. "Operatives got sent there for one thing; they were good at killing, they didn't give a damn who they killed so long as they got to kill, and they _liked it._ Then there's the fact that the T-Bolts were run by someone with borderline genocidal aspirations concerning those like us . . . I feel that, in time, had he amassed enough power, he would have turned them on even those of us who were willing to work within the constraints of the Initiative. No, we're not going to fall into that same old trap."

"Is there something you're getting at?" Shaw inquired. "Because it does sound interesting."

"First, we're going to revamp the Thunderbolts as a strike force to deal solely with _violent_ resisters," Pym elucidated. "No more going after unregistered that aren't using their powers to commit acts of violence or are nonviolent in their methods of contesting the registration laws. Even with the violent resisters, there will be a better sense of actual threat levels; kids like the New Warriors who are just doing the same thing as the Avengers but without actual license will be dealt with, but not as harshly as people like Wolverine's gang or those women who invaded recently, the ones who have explicitly fought against the Initiative."

Shaw chuckled. "I see. You're taking away the malcontents' reasons to rebel."

Pym looked at her squarely. "Exactly. If we make it clear that we are not unreasoning fascists who just want power and control at the cost of precious civil and human rights, we will win over the more reasonable of the resisters and they may be able to intercede with their fellows on our behalf. By making it clear that we are not their enemy, they will have no reason to make themselves our enemy."

"And what about the ones that still resist? The ones who have no interest in compromising with us out of some deluded sense of idealism?"

"They'll be dealt with."

Shaw looked at Pym carefully. "What's the next step?"

"We need a more aboveboard team in Colorado," Pym answered. "The Thunderbolts are a black-ops team, not very suited for the home page of a news site. A team that's more . . . family friendly ought to also win over the more skeptical in the regular human public."

"Who do you have in mind?" Shaw asked. Pym pulled out a folder and handed it to Shaw, who opened it and leafed through the files. "Let's see . . . Hyperion, Darkhawk, Zeitgeist, Falcon, Chromium, Alchemist, and Nemesis; are they going to be this 'family-friendly' team you're talking about?"

"Yes," Pym confirmed. "They'll be called the Defenders . . . and I want you to be their liaison."

"I'm flattered you would think so highly of me for this position."

"Don't be. It's an honest assessment of your abilities. You'll be meeting each of them to let them know of their new affiliation."

Shaw looked at Kuris' photograph. "The Zero suit. It's been dusted off."

"Yes. The combat abilities it affords are too valuable to waste," Pym replied.

"Yes, but doesn't her look kind of fly in the face of 'family friendliness'?" Shaw inquired ironically.

"The kids will love her. Ninja are all the rage."

Shaw chuckled. "I didn't know you paid attention to that sort of thing."

Pym smiled, his blue-silver eyes twinkling. "I pay attention to what I need to."

"I think I'm going to like working with you," Shaw remarked.

* * *

In Avengers Tower, the Avengers rested in the lounge, all of them looking at the man who was supposed to be their new liaison. He was a tall, broad-shouldered man with a close-shaven beard and close-cropped dark hair. He was quite recognizable to all of the Avengers, seeing as how he was the son of one of the most respected heroes in the age prior to the Superpower Civil War. He was Rupert Anthony Rhodes, the son of James Rupert Rhodes, the original War Machine. He stared starkly at the Avengers.

"Mr. Rhodes, it's an honor to meet you," Bobby Stephens, Captain America, greeted.

"Thank you," RAR, as Rhodes was affectionately nicknamed by his friends, answered curtly. He turned a dark stare on Toshiro Kurosaki, the Iron Man, who looked back at him impassively.

Owen Archer, Avengers Spider-Man, looked at RAR with interest. "What do you bring to the table?"

RAR stared back at Owen. "What do _you_ bring to the table?"

"10 years of military experience, five of which were spent in covert ops," Owen replied. "Plus spider-powers."

"Not bad," RAR remarked. He looked at Toshiro. "What do _you_ bring to the table? _Other_ than your father's money and influence."

"Experience and knowledge of Iron-Tech systems," Toshiro replied. "Also, thanks to the nanites in my own neurobiological systems, I can remotely interface with any computer system with my thoughts alone."

RAR turned to Cara Evans, also known as Warbird. "What do _you_ bring to the table?"

"Ten years of Air Force experience, followed by five years in the Superhuman Armed Forces," Cara replied. "Why are you asking us this question?"

"Because I want to know why the hell any of you think you're useful," RAR retorted.

All the Avengers stared at RAR with varyingly hostile expressions. "Just who the f#$% do you think you are?" Brandon McDougall, the Hulk, asked.

"I'm the guy who's charged with whipping your lily asses into shape," RAR answered. "I'm not just your liaison, I'm the guy who's going to make you into a fighting force that this country can actually be proud of. Getting your asses kicked by punk kids. What kind of Avengers are you?"

"I make no excuses for our performance, but will insulting us get you anywhere?" Bobby asked.

"No, I'm just venting," RAR responded. "The point is, you haven't been living up to snuff lately. And I'm going to change that. So I want you to think about what you've learned, what you've done, what you're capable of, and I want you to come back ready to be better than you've ever been."

"So you're not just being insulting for the hell of it?" Mackenzie Larsen, the speedster Blitzkrieg, quipped sardonically.

"No. You may not believe it now, but I want to help you. The Avengers are a proud legacy, and I want to see that legacy continue," RAR explained.

Blaise Jansen, Arcane, smiled somewhat sardonically. "That makes it much better."

"Think what you want," RAR answered.

"So where do we go from here?" Jack, the artificial Thor, asked.

"We go far," RAR replied. "As far as you're willing to go, and then a little farther. That's my job." He turned to leave. "I'll see you all tomorrow morning. You'd better be ready." He walked out.

"Who the hell does that guy think he is?" Mackenzie asked, fuming.

"He's Rupert Anthony Rhodes," Toshiro explained. "Been in the Marines since graduating high school, then moved on to the Armor Division of the Superhuman Armed Forces. Founded and ran War Machine USA before it got folded into the Stark-Kurosaki umbrella. Retired from active combat to be a SAF trainer. Has more medals than the Iron-Tech suits have weapon subroutines."

"Sounds like quite a guy," Eve, Sting, remarked.

"He is," Bobby replied. "He's a man I would have been honored to have the privilege of serving under."

"Doesn't justify him acting like a jackass to us," Brandon grumbled.

"He might have had a point," Cara remarked.

"Oh, sure, take his side," Owen muttered.

"We've been in a bad place lately," Cara answered. "I think Rhodes might be just what we need to get back on the top of our game."

"If we can put up with him, of course," Owen remarked snidely.

"I get the feeling he doesn't like you very much," Eve said to Toshiro.

"Understandable. I am the son of the man who took Stark Enterprises away from his father's best friend," Toshiro answered softly. "I'm used to blowback from my father's decisions."

"Not that fair, though," Bobby observed. "You're not your father. Why should you be blamed for what he does?"

"Because as Iron Man and as his son, I represent him," Toshiro replied. "What he does affects how I'm seen, and what I do affects how he's seen."

"By that virtue, shouldn't you be getting your dad all kinds of favorable publicity?" Owen asked. "You're a superhero. You save lives on a daily basis."

Toshiro sniffed. "Thanks for the compliment."

* * *

Within the headquarters of the New York X-Men cell, Peter Parker stared at the object in his hand. It was a black bracer with red sides and a digital clock face surrounded by what appeared to be a dial. The device was a modified version of the activation bracer for the costume he had initially made for Audrey. Contained within the bracer was a new, better costume – one incorporating the best of StarkTech innovations and with a two-way communication link that absolutely did not enable remote control of the suit. He'd learned his lesson. . . .

However, the costume hadn't been made by him. He could recognize vague elements of StarkTech in the suit, but the technology itself was far more advanced than anything he'd seen in his seventy-plus years of living. To an extent, it reminded him of the technology the would-be mutant messiah Cable had brought over from his time. That didn't necessarily mean he fully understood it, but like many scientists who didn't quite understand how certain technologies functioned, it didn't stop him from tinkering.

"You've been staring at that thing since you woke up," Laura Kinney remarked.

"Yeah," Peter acknowledged. "It's . . . it's like and unlike anything I've seen before."

"Are you going to use it?" Laura inquired.

"No," Peter replied. "I'm thinking about giving it to Audrey."

"She's retired."

"I tried retiring. Multiple times. Never stuck. Always remembered what my Uncle Ben used to tell me."

"She's not a carbon copy of you."

"I know that. And I guess that's why I resented her so much. I saw her doomed to make the same mistakes I did and ruin her life the same way I did." He palmed his face briefly. "If I still believed in God, I'd be thanking Him right now that she didn't turn out that way. That she could come back . . ."

"What else would you thank Him for?"

"May. I'd thank Him for keeping May alive, for giving us the chance to be together again. It's just a shame she'll never know her mother."

"She has a mother," Laura observed.

"You mean Cuayin?" Peter asked.

"Yes. At least, that is how she sees her."

"If that's a mother-daughter relationship, it's a little too close for my liking."

"You think they're in love."

"It's possible. Not that I mind my daughter being a lesbian or bisexual or anything like that, but . . ."

"You're concerned it's with the same woman who tried to forcibly reshape the world according to her own desires and ambitions, in a manner not entirely unlike men such as Magneto and Apocalypse," Laura remarked.

"Yeah. I'm just not sure of the hold Cuayin has on May."

"She saved her. Twice. Bonds do form from that kind of thing."

Peter sighed. "Fine. Fine. I'll give them a chance. But if my spider-sense goes off . . ."

"Your spider-sense could go off from any danger within immediate proximity," Laura observed. "It wouldn't be right to assume it was because of Cuayin."

"I have a right to be worried about who my daughter dates."

Laura managed a brief smile. "But not too worried. May can make her own decisions."

Peter turned to Laura, a sad expression on his face. "I just . . . I missed out on so much of her life! So much that we could have shared! That we could have done! That I could have taught her! And I can't get that back!"

"No. You can't. But you can move forward. It's your choice."

"Thanks . . . I needed that."

"You're welcome." Laura moved closer to Peter.

"What are you doing?" Peter asked.

Laura's answer was to straddle Peter's lap, uncomfortably close to the original Spider-Man. "Comforting you." Before he could voice any kind of objection, Laura sealed his mouth with hers in a surprisingly gentle yet demanding kiss.

* * *

Elsewhere, Don Pym was looking at the new Thunderbolts team assembled before him. One was dressed in a metallic red costume with a large blue spider emblazoned on his chest and blue highlights on his arms and legs. Another was a woman dressed in a black costume with a red hourglass symbol on her stomach and a multi-eyed visor covering the upper half of her face. A third was a strangely androgynous, almost genderless being dressed entirely in form-fitting black, like a living shadow. A fourth was a man with silver-and-black hair dressed in a dark gray uniform with lighter gray accents. The fifth was a woman garbed in what seemed to be a suit of black living metal with blades and spikes extending from the joints. The sixth was a man garbed in vaguely insect-like black-and-yellow armor with a flight harness that resembled wasp wings.

The spider-costumed man was the Scarlet Cyber-Spider, the result of extensive study and reverse-engineering of the VR nano-graft technology that had transformed an ordinary cop into a rampaging cybernetic Spider-Man some decades back. The woman with the multi-eyed visor was the Black Widow, a composite clone of Natasha Romanoff and Steve Rogers, the Black Widow and Captain America of the pre-Superpower Civil War era, created to exploit the best advantages of the American and Russian versions of the Super-Soldier Serum and further augmented by cybernetics. The androgynous "living shadow" was Dusk, who wore a costume made of a black cloth sourced from the Negative Zone, which enabled "him" to completely blend into the darkness. The man dressed in varying shades of gray was Northstar, the son of Jean-Paul Beaubier, the original Northstar, by way of surrogate mother and a speedster in his own right. The woman garbed in what seemed to be a suit of living metal was Armory, the user of the Tactigon, which had been converted through reverse engineering from a gauntlet into an entire battle suit. The man in vaguely waspish black and yellow was indeed the Wasp and the younger child of Don Pym himself.

"_Run this by me again, because I'm having some slight difficulty understanding,"_ Cyber-Scarlet said.

Don Pym smiled briefly. "My friend, we're going to save not only this proud republic, but the world itself. And we're going to do it . . . quietly."

"Quietly," Dusk remarked in a strange tone that made it hard to tell "his" gender. "You mean we're going to be spies and assassins."

"Spies? Yes," Pym admitted. "Assassins? When necessary. In fact, you were all chosen based on your abilities in either or both particular fields. You will be required to undertake missions involving the acquisition or protection of sensitive information, as well as missions involving the protection or the termination of sensitive individuals."

"Like I said," Dusk remarked, "spies and assassins."

"It's not pleasant work," Pym acknowledged. "But it's necessary work. You all signed on to protect the people. Oftentimes, the people need to be protected from the threats they can't see . . . the threats they shouldn't have to see. With your talents and skills pooled together, we can prevent things like that invasion from ever happening, we can stop those kinds of threats from ever doing the amount of damage that invasion did."

Black Widow looked at Pym, her blue-green eyes meeting his blue-silver ones. "Who's going to lead this team?"

"You are," Pym answered. "You have the most espionage experience and the best espionage training of everyone here. You're well-suited as a field leader for the Thunderbolts."

"So if she's field leader . . ." Armory started.

"Then who's your ops director?" Pym finished. "I'd like you to meet that woman . . ." A woman with most of her dark hair in a bun save for one long fringe framing her face and purple-tinted glasses covering her eyes, not to mention wearing a tailored lavender business suit, entered.

"Hello," she greeted. "I'm Brie Wyngarde."

"Wyngarde?" Northstar echoed.

"You're thinking more of my less-than-upstanding relatives by that name," Brie said amiably. "I assure you, I'm very different."

"That's good news," Northstar remarked.

"Not only will she be your ops director," Pym resumed explaining, "she'll also be the one to keep your names out of the press and coordinate whatever official line of B.S. we need to feed the public so they don't get too worried about what's going on."

"Yes, Director," Wasp remarked almost snidely. "Because Lord knows the public couldn't take finding out about us and our dangerous missions."

"It helps that one of you is too fast to be caught by cameras and the rest of you are fond of face-concealing masks," Pym added in a slightly ironic tone. "But take me seriously when I say that you must be maximally careful on your missions; after all, despite Brie's talents at spin, there is only so much we can keep out of the public eye."

"_In other words, if we screw up too badly, the Thunderbolts get exposed but as a 'rogue operation' without official Initiative license and any records proving otherwise get wiped,"_ Cyber-Scarlet deduced.

"Quick on the uptake, isn't he?" Brie observed.

Pym allowed himself a brief smile before getting serious. "Yes, Scarlet Spider, it's true. We _will_ be forced to throw you under the bus if all other options become untenable."

"At least you're kind enough to tell us upfront," Dusk remarked.

"'Forewarned is forearmed,'" Pym quoted.

Black Widow looked at Brie. "I imagine we're going to get along well."

"Keep it professional," Brie teased.

* * *

Somewhere else, in a dark, dank underground temple lit by candles and torches that revealed walls covered in runic symbols of various cultures, two women in black leather stood facing each other. One was an imposing dark-haired, pale-skinned woman in a black corset and thong with thigh-high leather boots and elbow-length gloves. The other was a smaller but no less imposing green-eyed redhead dressed in a black leather catsuit with a thick belt wrapped around her waist and smaller belts wrapped around her upper arms and thighs. While their facing each other would have looked like nothing more than a soulful stare between lovers, the true nature of it was the cycling of poisoned psychic energy between them, amplifying each other's psychic reach and grip.

These women were the ancient psychic vampire Selene and her protégé Madelyne Pryor, the dark doppelganger of legendary X-Man Jean Grey. Selene had spent centuries, millennia even, manipulating the developments of this world to her advantage. The Hellfire Club, for a time, had been a suitable vehicle for that, but while it persisted to this day, it was more like a forcibly reanimated corpse awkwardly shambling about. The time had come, Selene was convinced, to find a new way . . . and this new Sisterhood was such a way.

Just then, other women began to arrive. One of those women wore samurai-styled silver armor and wielded a katana blade of sterling silver. Another of those women was an attractive blonde in a skintight black catsuit with one-inch spikes running down the front, shoulders, and arms, while her face was concealed by a stitched-together leather mask. A third woman was green-haired and green-eyed with green lipstick and dressed in what appeared to be a black eight-strap harness over a black mesh shirt, the top and bottom straps attached to a leather collar and a leather belt respectively, the belt holding up leather pants. A fourth was a dark-haired woman with an unearthly pallor to her skin, which was only emphasized by the dark clothes she wore, which were considerably more conservative than her blonde and green-haired companions', being a simple leather skirt and tight black blouse. The fifth was a silver-haired but young-seeming woman dressed in skintight silver-and-dark green.

The five new arrivals were the Silver Samurai, Malice, Majesty, Miss Sinister, and Quickstep. Silver Samurai was Mitsuru Harada, the daughter of original Silver Samurai Kenuichio Harada and inheritor of many of the original Silver Samurai's traits, particularly his mutant abilities. Malice was Natalie Richards, the daughter of Franklin Richards and master of "bending," or the outright defiance of the laws of nature and physics in a manner akin to a certain character from a certain science-fiction movie about a virtual simulacrum of reality. Majesty was Alexia Summers, the daughter of veteran X-Men Havok and Polaris and capable of imploding, exploding, or even reshaping any object she "infected" with her energy. Miss Sinister was Claudine Renko, a female clone of the long-gone "mad scientist" Mr. Sinister and inheritor of his knowledge and will. Quickstep was Katarina Shepherd, blessed with speed, strength, and resilience all well into the superhuman range.

Claudine had been the first to join Selene and Madelyne's movement, having grown weary of Sebastian Shaw and distrustful of his actual capabilities . . . but not before birthing two children by him. Of course, there had been some initial problems between Claudine and Madelyne due to Claudine's "father's" crimes against Madelyne, chief among them being using her as a mere broodmare for his vaunted new race of mutant super-beings. In short order, though, Claudine had made it clear that with the Grey-Summers genome still lingering, she had no need to do such an unseemly thing to Madelyne.

The others, though, had been recruited with a combination of various persuasive methods, all of which designed to play on their frustrations and desires to convince them to join. Some had been easier to convince than others, while others were still to this day barely manageable. All of them had ultimately been brought over, and their allegiances kept through repeated tastes of the power and pleasure and respect such allegiance allowed them to have. More than the taste of power, though, the ecstasy of true freedom was an intoxicant to all of them.

"It seems everything is finally starting to come together," Selene remarked. "I suppose we should thank Cuayin and her forces."

"Indeed," Claudine remarked. "Without the deaths they caused among the Initiative's staff and combat ranks, we wouldn't have had the opportunities that we did."

Madelyne smirked. "Your daughter's in charge of the new Defenders, isn't she? And, if I recall right, the Zero suit is being used by someone who could prove to be a valuable Bishop."

"Don't be vague, Red Queen," Malice sneered. "Who is she?"

"Rumiko Kobayashi," Madelyne answered. "I believe our dear Silver Samurai knows her very well."

"Yes," Silver Samurai acknowledged stoically.

"A certain Miss Frost-Summers has been more helpful to us than she's aware," Claudine remarked. "Even if her mother is worthless compared to . . ."

"Compared to Jean Grey," Madelyne sneered. "Why all of you are so besotted with her and the idea of her and her offspring with Summers is something I will never understand."

"Nevertheless, Cousin Ruby has been quite helpful," Alexia remarked. "Her school is a field of delectable morsels ripe for the picking. All that remains now is to find those with the most potential and help them realize that potential . . . in service to our Sisterhood."

* * *

The next day, at Claremont-Gruenwald Academy, there was a knock on the school counselor's door. The counselor, a young woman known as Jasmine Wynn, looked up from her desk and called out, "Come in."

"Miss Wynn?" Mina asked as she entered. "You wanted to see me?"

"Yes, Miss Jacobs," Jasmine answered. "Sit down. We have much to talk about . . ."

* * *

End Notes: And so ends chapter 5, and it seems that not all is well in the paradise Ruby Frost-Summers believes she has created. The Initiative is reassembling, but is it being compromised from within? Just what exactly does the Sisterhood want and how far will they go to achieve their goal? And what role will Cuayin and Callisto play in this new drama? For the answers to those questions and others, read on and thank you for making it this far.


End file.
